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 2022, the Board of Directors decided to appoint from among its members the following members to its committees:

Executive Committee

Pekka Ala-Pietilä (Chairperson), Nils Ittonen, Susan Duinhoven

Audit Committee

Denise Koopmans (Chairperson), Rolf Grisebach,  Anna Herlin, Mika Ihamuotila, Nils Ittonen

Human Resources Committee

Julian Drinkall (Chairperson), Sebastian Langenskiöld, Rafaela Seppälä

Composition, duties and responsibilities of the Board Committees

Executive Committee

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

In 2021, the Executive Committee comprised Pekka Ala-Pietilä (Chairperson), Nils Ittonen and Susan Duinhoven. The Executive Committee convened 3 times in 2021, with an attendance rate of 100%. There were no changes on the Executive Committee members after the Annual General Meeting 2022.

Members' attendance at Executive Committee meetings in 2021
Board member # of meetings attended Attendance rate, %
Pekka Ala-Pietilä (Chairperson) 3/3 100
Susan Duinhoven 3/3 100
Nils Ittonen 3/3 100
Antti Herlin1 1/1 100

1 Member until 13 April 2021

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 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

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 Chairperson of the Board. In addition, the Committee discusses the composition and succession of the Board as well as prepares the Remuneration Policy and Remuneration Report.

In 2021, The Human Resources Committee paid special attention to actions to mitigate the impacts of the prolonged remote work and to support the engagement and motivation of employees during the coronavirus pandemic. It also focused on preparing the change of the long-term incentive plan’s performance period from one year to two years, and tracked closely the organisational development in Learning.

In addition to members of the Human Resources Committee, the company’s President and CEO, CHRO and other people responsible for HR participate in the meetings, presenting their agenda items to the Committee.

The Human Resources Committee comprises at least three and at most 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.

From the date of the 2021 AGM, the Human Resources Committee comprised Julian Drinkall (Chairperson), Sebastian Langenskiöld and Rafaela Seppälä. All members of the Committee are independent of the company and major shareholders of the company. The Human Resources Committee convened 4 times with an attendance rate of 100%. There were no changes on the Human Resources Committee members after the Annual General Meeting 2022.

Members' attendance at Human Resources Committee meetings
Board member # of meetings attended Attendance rate, %
Julian Drinkall (Chairperson) 4/4 100
Sebastian Langenskiöld  4/4 100
Rafaela Seppälä 4/4 100
Kai Öistämö1 1/1 100

1 Member until 13 April 2021