Board Committees

Board committees provide assistance to the Board of Directors, preparing matters for which the Board is responsible. The Board of Directors appoints an Audit Committee and a Nomination and Compensation Committee from among its members. Every year after the Annual General Meeting, the Board of Directors appoints each committee’s Chair and members. The Board of Directors and its committees can also seek assistance from external advisors.

Final decisions concerning matters related to the tasks of the committees are made by the Board of Directors on the basis of committee proposals, excluding proposals made directly to the General Meeting by the Nomination and Compensation Committee.

Audit Committee

The role of the Audit Committee is to assist the Board of Directors in ensuring the accuracy, balance, transparency and clarity of the Company's financial reporting, accounting methods, financial statements, and other financial information as well as sustainability reporting disclosed by the Company.

The Audit Committee regularly reviews the internal control and governance systems and monitors the progress of the reporting of financial and sustainability risks and the financial and sustainability audit. The Audit Committee assesses the effectiveness and scope of internal audit, the Company’s risk management, key risk areas and compliance with laws and regulations. It assesses the independence of the auditor and audit firm and makes a recommendation to the Board of Directors on the election of the Company's auditor. The Audit Committee also reviews the internal audit's half-yearly action plans and reports on significant audits.

The Audit Committee consists of five Board members who are independent of the Company and its significant shareholders. Since the Annual General Meeting of 2024, Raija-Leena Hankonen-Nybom has been Chair of the Audit Committee with Leena Craelius, Mari Kiviniemi, Jukka Moisio and Juha Vanhainen as members. All members are independent of the Company and its significant shareholders.

The members of the committee must have sufficient expertise in accounting and financial reporting. The Audit Committee meets regularly, at least four times a year. In connection with its meetings, the committee shall consult the Company's auditor. The Chair of the committee shall report to the Board of Directors on each meeting of the Audit Committee. The duties and responsibilities of the Audit Committee are set in its charter, which is approved by the Board of Directors.

The Company's auditor, the CEO and CFO, as well as other management representatives and external advisors are also represented at the Audit Committee meetings when invited by the committee.

The Audit Committee convened five times during 2023. The attendance rate of Committee members was 92% (100% in 2022 and in 2021).

Nomination and HR Committee

The task of the Nomination and HR Committee is to assist the Board of Directors in matters related to the appointment and compensation of the Company's CEO, a possible Deputy CEO and the senior management and prepare matters related to the reward schemes for management and employees. In addition, the committee prepares for the Annual General Meeting a proposal on the number of Board members, Board composition and Board member compensation. The committee also recommends, prepares and proposes to the Board the CEO’s (and a Deputy CEO’s) nomination, salary and compensation, and further evaluates and provides the Board and the CEO with recommendations concerning management rewards and compensation systems.

The committee consists of four Board members. It convenes on a regular basis at least four times a year. The committee Chair presents the proposals issued by the committee to the Board. The tasks and responsibilities of the Nomination and Compensation Committee have been specified in the committee’s working order which the Board approves.

Since the Annual General Meeting of 2024, Ilkka Hämälä has been Chair of the Nomination and Compensastion Committee with Erja Hyrsky, Jussi Linnaranta and Mikko Mäkimattila as members.

The Nomination and Compensation Committee convened four times during 2023. All members attended all meetings (100% attendance also in 2022 and 2021).