The Board of Directors has an Audit Committee and a Remuneration 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 of Directors at regular intervals. The Committees do not have independent decision-making powers. Their task is to submit recommendations to the Board on matters under consideration.
In its constitutive meeting to be held after the Annual General Meeting, the Board of Directors appoints, from among its own members, the members and chairman of the Audit Committee and the Remuneration Committee. The process of appointing the members of the Nomination Committee is presented the section on the Nomination Committee.
In addition to the Audit, Remuneration and Nomination Committees, the Board of Directors may appoint ad hoc committees for preparing specific matters. Such committees do not have Board-approved rules of procedure and the Board does not release information on their term, composition, the number of meetings or the members' attendance rates.
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.
In its constitutive meeting held after the Annual General Meeting on 20 March 2013, the Board of Directors appointed from among its members the following members to the Board’s Audit Committee:
Ms Outi Raitasuo, Chairman
Mr Harry Brade
Mr Karsten Slotte
Mr Mika Vidgrén
The Remuneration 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 Remuneration Committee consists of three members.
In its constitutive meeting held after the Annual General Meeting on 20 March 2013, the Board of Directors appointed from among its members the following members to the Board’s Remuneration Committee:
Mr Jukka Alho, Chairman
Mr Per Båtelson
Mr Harry Brade
The members of the Remuneration Committee are independent of the company and its major shareholders.