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 2021, the Board of Directors decided to appoint from among its members the following members to its committees:

Executive Committee

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

Audit Committee

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

Human Resources Committee

Julian Drinkall (Chairman), 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 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 its organisation meeting held after the AGM 2021, the Board of Directors decided to appoint from among its members the following members to Executive Committee: Pekka Ala-Pietilä (chairman), Nils Ittonen and Susan Duinhoven.

In 2020, the Executive Committee comprised Pekka Ala-Pietilä  (Chairman), Antti Herlin, Nils Ittonen and Susan Duinhoven. The Executive Committee convened four (4) times in 2020, with an average attendance rate of 100%.

Members' attendance at Executive Committee meetings in 2020
Board member # of meetings attended Attendance rate, %
Pekka Ala-Pietilä (Chairman) 4/4 100
Antti Herlin 4/4 100
Nils Ittonen 4/4 100
Susan Duinhoven 4/4 100

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 2020, the Audit Committee focused on a specific deep dive theme in three of its meetings, in addition to regular agenda items. The themes included risk management, information security and privacy as well as finance organisation and development programme, M&A integrations, upcoming IFRS changes and XBRL reporting. In addition, the Audit Committee paid special attention to the company’s response to the 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 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. 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 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.

In its organisation meeting held after the AGM 2021, the Board of Directors decided to appoint from among its members the following members to the Audit Committee: Denise Koopmans (Chair), 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. 

From the date of the 2020 AGM, the Audit Committee comprised  Denise Koopmans (Chair), Rolf Grisebach, 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. The Audit Committee convened five (5) times in 2020, with an average attendance rate of 100%.

Members' attendance at Audit Committee meetings in 2020
Board member # of meetings attended Attendance rate, %
Denise Koopmans (Chairman) 5/5 100
Rolf Grisebach 1 4/4 100
Mika Ihamuotila 1 4/4 100
Nils Ittonen 5/5 100
Anne Brunila 2 1/1 100

1 Member of the Audit Committee  since 25 March 2020
2 Member of the Audit Committee until 25 March 2020

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 paid special attention to the impact of the coronavirus pandemic on the employees as well as to the actions to mitigate the consequences and to get prepared for the future ways of working. The Committee also presented the new Remuneration Policy to the Board approved in the 2020 AGM and prepared the Remuneration Report 2020 according to the policy.

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

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 its organisation meeting held after the AGM 2021, the Board of Directors decided to appoint from among its members the following members to the Human Resources Committee:  Julian Drinkall (chairman), Sebastian Langenskiöld and Rafaela Seppälä.

From the date of the 2020 AGM, the Human Resources Committee comprised Kai Öistämö (Chairman), Julian Drinkall, 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 three (3) times with an average attendance rate of 100%.

Members' attendance at Human Resources Committee meetings in 2020
Board member # of meetings attended Attendance rate, %
Kai Öistämö (Chairman) 3/3 100
Julian Drinkall 1 2/2 100
Sebastian Langenskiöld 1 2/2 100
Rafaela Seppälä 3/3 100
Mika Ihamuotila 2 1/1 100
1 Member since 25 March 2020
2 Member until 25 March 2020