Board Committees

The Board may appoint committees, executive committees?and other permanent or fixed-term bodies to focus on certain?duties? assigned by the Board. The Board confirms the charter?of these committees and provides the policies given to other?bodies appointed? by the Board. The committees report regularly?to the Board.

The Board has an Executive Committee that prepares proposals?for matters to be decided or noted by the Board. In addition,?the Board has an Audit Committee and a Human Resources?Committee.

The members of the committees are appointed among the?members of the Board in accordance with the charter of the respective committee. In addition to Board members, the President?and CEO is a member of the Executive Committee. The committees?are neither decision-making nor executive bodies, but the?Board can, if it so decides, delegate certain decision-making?authority to the Committees or the President and CEO.

In its organisation meeting held after the AGM 2020, the Board of Directors decided to appoint from among its members the following members to its committees:

Audit Committee: Denise Koopmans (Chairman), Rolf Grisebach, Mika Ihamuotila, Nils Ittonen

Human Resources Committee: Kai ?ist?m? (Chairman), Julian Drinkall, Sebastian Langenski?ld, Rafaela Sepp?l?

Executive Committee: Pekka Ala-Pietil? (Chairman), Antti Herlin, Nils Ittonen, Susan Duinhoven

Executive Committee

The Executive Committee prepares matters to be considered at?the Board meetings. The Executive Committee consists of the?Chairman and Vice Chairman of the Board, the President and?CEO and, at the Chairman’s invitation, one or several members?of the Board.

In 2019, the Executive Committee comprised Pekka Ala-Pietil? (Chairman), Antti Herlin, Nils Ittonen and Susan Duinhoven. The Executive Committee convened five (5) times in 2019, with an average attendance rate of 100%.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibilities for matters pertaining to financial reporting and control, risk management, external audit and internal audit, in accordance with the charter approved by the Board, the Finnish Corporate Governance Code as well as applicable laws and regulations. The Audit Committee e.g. reviews the Interim Reports and Half-Year Report, discusses ERM risk analyses including identified risks and mitigation plans, monitors the principles concerning the monitoring and assessment of related party transactions, prepares the appointment and monitors and evaluates the independence of the company’s auditor as well as reviews and approves the internal audit plan and follows its progress. The Audit Committee also reviews the Corporate Governance Statement.

In accordance with its Charter, the Audit Committee comprises three to five members, appointed annually by the Board. Members of the Committee shall be independent of the Company, and at least one member shall also be independent of significant shareholders. As required by law, at least one member of the Audit Committee must have the expertise in accounting or auditing. The Committee meets at least four times a year.

From the date of the AGM 2019, the Audit Committee comprised Anne Brunila (Chairman), Nils Ittonen and Denise Koopmans. Robin Langenski?ld was a member of the Audit Committee until 27 March 2019. All members of the Committee are independent of the Company and two members (Anne Brunila and Denise Koopmans) independent of significant shareholders of the Company. The Audit Committee convened five (5) times in 2019, with an average attendance rate of 95%.

Human Resources Committee

The Human Resources Committee is responsible for preparing human resources matters related to the compensation of the President and CEO and key executives, evaluation of the performance of the President and CEO and key executives, Group compensation policies, Human Resources policies and practices, development and succession plans for the President and CEO as well as key executives and other preparatory tasks as may be assigned to it from time to time by the Board and/or the Chairman of the Board. In addition, the Committee prepares the Remuneration Policy and Remuneration Report for the company’s governing bodies and discusses the composition and succession of the Board.

The Human Resources Committee comprises three to five members, who are appointed annually by the Board. The majority of the members shall be independent of the Company. The Committee meets at least twice a year.

In 2019, the Human Resources Committee comprised Kai ?ist?m? (Chairman), Mika Ihamuotila and Rafaela Sepp?l?. All members of the Committee are independent of the Company and major shareholders of the Company. The Human Resources Committee convened four (4) times with an average attendance rate of 100%.

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