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 2022, the Audit Committee focused on specific deep dive themes in two of its meetings in addition to regular agenda items. The deep dive themes included IR Review, Internal Controls, M&A process, and Finance organisation. 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, cash flow and funding strategy as well as the company’s response to the current geopolitical situation.
In addition to members of the Audit Committee, the company’s President and CEO, CFO 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 Chair 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 2022 AGM, the Audit Committee comprised Denise Koopmans (Chair), Rolf Grisebach, Anna Herlin, Mika Ihamuotila and Nils Ittonen. All members of the Committee were 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 were financial experts based on their educational or occupational backgrounds. In addition, there was sustainability competence represented in the Committee. The Audit Committee convened 6 times in 2022, with an average attendance rate of 90%.
Members' attendance at Audit Committee meetings
|# of meetings attended
|Attendance rate, %
|Denise Koopmans (Chair)