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 enterprise risk analyses including identified risks and mitigation plans, monitors the principles concerning the monitoring and assessment of related party transactions, prepares the appointment, monitors and evaluates the independence of the company’s auditor, and approves the internal audit plan including follow up of its progress. The Audit Committee also reviews the Corporate Governance Statement and the Group’s nonfinancial reporting.
In 2021, the Audit Committee focused on specific deep dive themes in three of its meetings in addition to regular agenda items. The deep dive themes included procurement, internal controls, finance integrations, information security and business continuity including crises management, tax and sustainability. In addition, the Audit Committee paid special attention and had regular updates on information security topics, finance organisation, privacy, ethics and compliance, progress of the sustainability programme and the company’s response to the continuing coronavirus pandemic as well as its reflection to accounting, management judgement and financial reporting.
In addition to members of the Audit Committee, the company’s President and CEO, CFO and COO and people responsible for topics on the Audit Committee’s agenda participate in meetings presenting their corresponding agenda items to the Committee. In addition, the Internal Auditor has attended the Audit Committee meetings since July 2021 and will continue to do so. The Auditor in Charge is also present in the meetings and gives updates on auditing work conducted in between the meetings.
In accordance with its Charter, the Audit Committee consist of the Chairperson of the Committee and at least two and at most four members, appointed annually by the Board among its members. 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 expertise in accounting or auditing. The Committee meets at least four times a year.
From the date of the 2021 AGM, the Audit Committee comprised Denise Koopmans (Chairperson), Rolf Grisebach, Anna Herlin, Mika Ihamuotila and Nils Ittonen. All members of the Committee are independent of the company and three members (Rolf Grisebach, Mika Ihamuotila and Denise Koopmans) independent of significant shareholders of the company. 4 out of 5 of the members are financial experts based on their educational or occupational backgrounds. In addition, there is sustainability competence represented in the Committee. The Audit Committee convened 5 times in 2021, with an average attendance rate of 96%. There were no changes on the Audit Committee members after the Annual General Meeting 2022.
Members' attendance at Audit Committee meetings
Board member |
# of meetings attended |
Attendance rate, % |
Denise Koopmans (Chairperson) |
5/5 |
100 |
Rolf Grisebach |
5/5 |
100 |
Anna Herlin1 |
4/4 |
100 |
Mika Ihamuotila |
4/5 |
80 |
Nils Ittonen |
5/5 |
100 |
1 Member since 13 April 2021