Board Committees

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

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

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

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