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• Group structure
  • Organisation
• Corporate Governance Statement
• General meeting
  • Annual General Meeting 2012
  • Annual General Meeting 2011
  • Extraordinary Meeting Aug 19, 2010
  • Annual General Meeting 2010
  • Annual General Meeting 2009
  • Annual General Meeting 2008
  • Annual General Meeting 2007
• Board of Directors
  • Members of the Board
  • Permanent committees
  • Self-assessment
  • Fees paid
• President & CEO and the Group management
  • Group Executive Team
• Salary and remuneration report
• Personnel representation
• Reporting
• Risk management
  • Operational risk management model
  • The most significant risks and uncertainties
• Internal control
• Internal audit
• Insider management
• Shareholder agreements
• Articles of Association
• Auditor

 
The Board of Directors has established two permanent committees: the Audit Committee and the Nomination and Compensation Committee. At its constitutive meeting after the Annual General Meeting, the Board of Directors elects the members of these committees from among the Board members.
 

Audit Committee

 
The Board of Directors has appointed an Audit Committee to monitor the company's internal control systems. Among other things, the tasks of the Audit Committee include evaluating compliance with legislation and regulations, monitoring the auditing process as well as monitoring and supervising the preparation of the financial statements and other financial reports.
 
The Audit Committee consists of at least three Board members. The Audit Committee meets at least four times a year. On March 14, 2012, Timo Aukia, Kai Seikku, Catharina Stackelberg-Hammarén and Harri Suutari were re-elected as members of the Audit Committee, Harri Suutari acting as Chairman. The Committee's meetings are also attended by the company's Auditor, the Group's Chief Financial Officer and General Counsel. Matters to the Committee are presented by the CFO.
 
The Audit Committee convened four times in 2011. The average attendance of the members at these meetings was 95%. The attendance of each member is shown in the table below.
 

Harri Suutari	Chairman	4/4
Timo Aukia	member as of Mar 17, 2011	3/3
Kai Seikku	member	3/4
Catharina Stackelberg-Hammarén	member	4/4
Erkki Solja	member until Mar 17, 2011	1/1

  
 

Nomination and Compensation Committee

 
The Nomination and Compensation Committee comprises the Chairman and Deputy Chairman of the Board of Directors and one Board member separately elected for this task. On March 14, 2012, Petri Niemisvirta, Erkki Solja and Seppo Paatelainen were re-elected members of the Nomination and Compensation Committee. Seppo Paatelainen was re-elected Chairman of the Committee.
 
The principal task of the Nomination and Compensation Committee is to prepare the election of the Board of Directors for the Annual General Meeting, and, after hearing the principal shareholders of the company, to submit to the Annual General Meeting a proposal on the number of the members of the Board, the individuals to be elected members of the Board as well as on the compensation of the Chairman, Deputy Chairman and members of the Board. Additionally, the Nomination and Compensation Committee prepares, among other things, matters concerning compensations that the Board is required to resolve or confirm. In the Nomination and Compensation Committee, the matters concerning compensation are presented by the President and CEO.
 
The Nomination and Compensation Committee convened nine times in 2011 to consider matters according to its charter. The average attendance of the members at these meetings was 100%. The attendance of each member is shown in the table below.
 

Seppo Paatelainen	Chairman*	9/9
Petri Niemisvirta	Deputy Chairman as of Mar 17, 2011	6/6
Erkki Solja	member as of Mar 17, 2011	6/6
Kari Stadigh	Chairman until Mar 17, 2011	3/3
Lauri Helve	member until Mar 17, 2011	3/3

 
*Deputy Chairman until Mar 17, 2011 and Chairman as of Mar 17, 2011.
 
 
The Board of Directors confirms the written charters of the committees. The committees report to the Board of Directors.

Page last updated 14.03.2012