5. Board committees
The Board has two (2) committees: the audit committee and the remuneration committee. The Board approves the committees’ working orders, which are regularly updated. The Board appoints members of the committees from amongst its own members. Each committee has at least three (3) members. The requirements of the Corporate Governance Code are complied with when appointing members of the committees.
The committees appointed by the Board assess their operations once a year.
5.1 Audit committee
The audit committee is appointed by the Board of Directors and it assists the Board. The Board has specified the duties of the audit committee in its working order in accordance with recommendation 16 of the Corporate Governance Code, in addition to which the audit committee should also assess the audit plans of the auditor and internal auditor, review the auditor’s and the internal audit reports, supervise compliance with legislation (incl. requirements set in the EU’s Audit Regulation) and with the governance principles set by the Board as well as the financial reporting process and prepare the process for the selection of the auditor.
The Audit Committee consisted of Anu Hämäläinen (Chair as of 21 March 2019), Juhani Järvi, Sanna Syri (as of 21 March 2019) and Esko Torsti (Chair) (until 21 March 2019). The committee convened four (4) times in 2019. The President & CEO, the CFO and general counsel participated in the committee’s meetings. In its meetings, the Audit Committee addressed issues such as the half-year report, the auditor’s reports, the internal audit’s reports on the company’s corporate safety & security, crisis communications, the administration of the Datahub project and the introduction of the company’s new procurement system, the principles of internal control and risk management, and the corporate governance statement. The committee additionally prepared matters up for decision by the Board concerning the company's financial reporting and bond programmes.
5.2 Remuneration committee
The remuneration committee is appointed by the Board of Directors and it assists the Board. The Board has specified the duties of the remuneration committee in its working order in accordance with recommendation 17 of the Corporate Governance Code. Accordingly, the duties of the remuneration committee include, among other things, preparing the company’s remuneration principles and remuneration statement. The committee also prepares for the Board, on the basis of accepted principles, a proposal concerning the remuneration to be paid to the President & CEO and other members of the executive management group. The committee furthermore prepares matters concerning the election of the President & CEO and members of the executive management group and successor planning.
The Remuneration Committee consisted of Juhani Järvi (Chair), Päivi Nerg, Sanna Syri (until 21 March 2019) and Esko Torsti (as of 21 March 2019). In 2019, the remuneration committee convened three (3) times. The President & CEO and the Senior Vice President, HR and Communications, participated in the committee’s meetings. Topics discussed in the meetings included the remuneration systems for the executive management group and the President & CEO as well as management successor planning and deputising arrangements.