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The Board of Directors has an Audit Committee and a Compensation Committee. In addition, the Company has a Nomination Committee. The Committees’ rules of procedure are confirmed by the Board. The Committees are preparatory bodies that submit proposals to the Board on matters within their purview. Minutes are kept of the Committees’ meetings. The Committees report to the Board at regular intervals.

 

Audit Committee

The purpose of the Audit Committee is to promote the supervision of the Company’s operations and financial reporting. Among other things, the Committee reviews the annual and quarterly financial reports of the Group together with the Company’s principal auditor before the Board convenes; reviews the deficiencies observed in the control systems in control inspections during the financial year and other shortcomings reported by the auditors together with the Company’s principal auditor; reviews the deficiencies observed in the internal audit during the financial year and other observations and recommendations made; reviews the activity plans for the control inspection and internal audit and submits recommendations to Company management on areas of emphasis in internal audits; evaluates the appropriateness of the supervision of Company administration and risk management; and reviews changes in the principles observed in Company accounting and external reporting prior to their introduction. In addition, the Audit Committee prepares the decision to elect the auditor, evaluates the advisory services provided by the auditor and carries out other tasks assigned to it by the Board. The Committee held four meetings in 2009. The attendance rate of the Committee members was 100.0%.

The members of the Audit Committee:
Mr. Antti Remes, Chairman
Mr. Harry Brade
Ms. Outi Raitasuo
Mr. Mika Vidgrén

 

Compensation Committee

The Compensation Committee deals with and prepares matters concerning compensation and remuneration of the management and the personnel of the Oriola-KD Group as well as certain matters relating to nominations of executives and submits proposals on such matters to the Board. The Committee deals with, evaluates and submits proposals on the compensation structure as well as compensation and incentive schemes of Group management and personnel; monitors the functioning of the compensation schemes to ensure that management compensation schemes promote achievement of the Company’s goals and are based on personal performance; deals with and prepares other matters relating to the compensation of management and personnel and submits proposals on these to the Board; and deals with and prepares nominations of executives subject to decision by the Board.

The Compensation Committee consists of three members. The Committee held seven meetings in 2009.

The attendance rate of the Committee’s members was 90.6%.

The Members of the Compensation Committee:
Mr. Olli Riikkala, Chairman
Mr. Pauli Kulvik
Mr. Jaakko Uotila

 

Nomination Committee

The Nomination Committee of Oriola-KD is a body which has been established by the Board and tasked with preparing and presenting to the Board a recommendation for the proposal to be put before the Annual General Meeting of Shareholders concerning the composition and remuneration of the Board. The members of the Committee are appointed by the Board, which also designates the Chairman of the Committee. Members of the Committee need not serve on the Board of Directors. Prior to appointing the members, the Chairman of the Board arranges a meeting with the Company’s twenty largest shareholders. The purpose of the meeting is to consult the majority shareholders on their views as to the composition of the Committee. The Committee presents its recommendation for the proposal concerning the composition and remuneration of the Board to be put before the Annual General Meeting of Shareholders at a meeting to be held by the end of January preceding the AGM, to which meeting the Company’s twenty largest shareholders are invited by the Chairman of the Board. The Committee held four meetings in 2009.  The attendance rate of the Committee’s members was 100,0%.

 

Subsequent to the meeting, the Committee notifies the Board of the recommendation it has prepared. The recommendation of the Committee does not affect the Board’s independent decision-making powers or its right to put proposals before the General Meeting. 

 
The Member of the Nomination Commettee:
Mr. Into Ylppö, Chairman
Mr. Harry Brade
Mr. Risto Murto
Mr. Olli Riikkala

Mr. Timo Ritakallio

Mr. Seppo Salonen