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.
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 2018, the Executive Committee comprised Pekka Ala-Pietilä (Chairman), Antti Herlin, Nils Ittonen and Susan Duinhoven. The Executive Committee convened six (6) times in 2018, with an average attendance rate of 100%.
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 also reviews the Corporate Governance Statement.
During 2018, the Audit Committee
- approved the annual schedule for the Audit Committee
- discussed distributable funds, dividend and the outlook for 2018
- reviewed the Corporate Governance Statement and recommended its approval to the Board
- proposed certain amendments to the Audit Committee Charter
- discussed interest rate hedging and proposed to the Board temporary change to the maximum hedging ratio
- made a recommendation to the Board on the appointment of the statutory auditor
- reviewed or noted regular compliance updates
- reviewed the audit plan as well as audit and non-audit fees reviewed reports prepared by the auditors including additional
report to the Audit Committee in accordance with EU-regulation 537/2014
- reviewed the draft of the Statement of Non-Financial Information 2017
- discussed accounting principles and changes in IFRS standards
- reviewed the results of the Related Party Assessment
- reviewed and discussed tax matters
- reviewed and approved the internal audit plan and followed up on its progress (including audit assurance updates)
- reviewed or noted quarterly claim overviews to assess litigation risks
- reviewed or noted information security and privacy reports (including data retention and privacy and security compliance in supplier management)
- followed the progress of internal controls (including segregation of duties)
- reviewed the interim reports, half-year report and related investor presentations
- reviewed impairment calculations and recommended their approval to the Board
- reviewed the Group Contribution plan
- reviewed or noted quarterly reports on treasury matters and mid- and long-term refinancing and funding plans as well as internal credit limits
- noted an update on the risk map
- noted and discussed ERM risk analyses including identified risks and mitigation plans
- noted an update on Group insurance policies
- reviewed proposed changes to Approval limits, the Insider Policy, the Privacy and Data Protection Policy and Related Party Policy and proposed recommendation of the same to the Board and
- reviewed insurance audit results and followed-up tender process for Cyber Insurance
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. The Committee meets at least four times a year.
In 2018, the Audit Committee comprised Anne Brunila (Chairman), Nils Ittonen, Denise Koopmans and Robin Langenskiöld. All members of the Committee are independent of the Company and three members (Anne Brunila, Denise Koopmans and Robin Langenskiöld) independent of significant shareholders of the Company. The Audit Committee convened four (4) times in 2018, with an average attendance rate of 100%.
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 discusses the composition and succession of the Board.
During 2018, the Human Resources Committee
- submitted the realisation of 2017 short-term and long-term incentive targets to the Board for approval
- submitted the pay-out of long-term incentive plans (50% of Restricted Share Plan 2015–2017 and 50% of Restricted Share Plan 2016–2018) to the Board for approval
- discussed and submitted the performance targets for the Performance Share Plans 2018–2020 and 2019–2021 to the Board for approval
- prepared the proposal for 2018 long-term incentive grants for Key Executives to the Board for approval
- discussed 2019 salary review principles of the senior management
- reviewed the long-term incentive principles and the short-term incentive framework
discussed the annual targets for Key Executives and submitted them to the Board for approval
- discussed organisational changes as well as top-level leadership appointments and related compensation packages with the management
- discussed the succession plans for top management positions
- discussed the employee engagement survey results and actions based on the results with management
- reviewed and discussed Board remuneration, especially possible use of shares in Board remuneration
- discussed the preparations for say-on-pay (EU Shareholders’ Rights Directive) with management, and
- reviewed and discussed with the management of remuneration reporting.
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 2018, the Human Resources Committee comprised Kai Öistämö (Chairman), Mika Ihamuotila and Rafaela Seppälä. All members of the Committee are independent of the Company and major shareholders of the Company. The Human Resources Committee convened four (4) times with an average attendance rate of 100%.