The Board of Directors has an Audit Committee and a Compensation Committee. In addition, the company has a Nomination Committee. The Committees’ charters 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. 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, held after the Annual General Meeting, the Board of Directors appoints, from among its members, the members and chairman of the Audit Committee and the Compensation Committee. The process of appointing the members of the Nomination Committee is presented below in the section on the Nomination Committee.
In addition to the Audit, Compensation and Nomination Committees, the Board of Directors may appoint ad hoc committees for preparing specific matters. Such committees do not have Board-approved charters and the Board does not release information on their term, composition, the number of meetings or the members’ attendance rates.
The task of the Audit Committee is to enhance the control of the company’s operations and financial reporting. According to the charter, the following in particular shall be addressed and prepared by the Audit Committee:
- reviewing the consolidated financial statements and interim reports, together with the auditor
- reviewing together with the auditor any deficiencies in the supervision systems observed in control inspections and any other deficiencies reported by auditors
- reviewing any deficiencies in the control system observed in internal audit and other observations and recommendations made
- reviewing the plans of action for the control inspection and internal audit and giving recommendations to company management on focus areas for internal audits
- evaluating the appropriateness of the supervision of company administration and risk management, and reviewing changes in the principles of company accounting and external reporting prior to their introduction.
In addition, the Audit Committee’s duties include preparatory work on the decision on electing the auditor, evaluation of the independence of the auditor, taking into account particularly the effect of the provision of related services on the independence, and carrying out any other tasks assigned to it by the Board. The Audit Committee has at least three members.
In its constitutive meeting held after the Annual General Meeting on 14 March 2016, the Board of Directors appointed from among its members the following members to the Board’s Audit Committee:
Anja Korhonen, Chairman
The members of the Audit Committee are independent of the company and its major shareholders.
According to the charter, the Compensation Committee reviews management and personnel remuneration policies and issues related to management appointments, and makes proposals on such matters to the Board of Directors. The Committee’s responsibilities include:
- reviewing, evaluating and making proposals on the remuneration structure and incentive schemes of management and the personnel of the Oriola-KD Group
- monitoring the effectiveness of these systems to ensure that incentive schemes of the management promote achievement of the company’s short term and long term goals
- reviewing and preparing other matters relating to the remuneration of management and personnel, and submitting proposals on these to the Board
- considering and preparing appointments of top management to be decided by the Board.
The Compensation Committee has four members. In its constitutive meeting held after the Annual General Meeting on 14 March 2016, the Board of Directors appointed from among its members the following members to the Board’s Compensation Committee:
Eva Nilsson Bågenholm, Chairman
The members of the Compensation Committee are independent of the company and its major shareholders.
The Nomination Committee of Oriola-KD is a body established by the Board of Directors (“Board”) for the purpose of preparing and presenting to the Board a recommendation for the proposal to be put to the Annual General Meeting concerning the composition and remuneration of the Board. The Board has approved the Charter of the Nomination Committee.
Prior to appointing the Committee members, the Chairman of the Board arranges a meeting to which the Chairman invites the Company’s twenty largest shareholders, by votes, registered by the 31st of August preceding the Annual General Meetings as shareholders in the Company’s shareholders register maintained by Euroclear Finland Ltd. The purpose of the meeting is to consult the major shareholders on their views as to the composition of the Committee.
The Committee members are appointed by the Board, which also appoints one of the members as Chairman. The term of office of the members of the Committee expires the year following the appointment upon the appointment of the members of the Committee pursuant to the Charter. Members of the Committee need not be members of the Board of Directors. The purpose of this deviation from the Corporate Governance Code is to allow the election of major shareholders in the company to the Nomination Committee and thus to ensure that their opinions are heard well before the Annual General Meeting.
Not later than on the 1st of February preceding the Annual General Meeting, the Committee presents to the Board its recommendation on the proposal to be put before the Annual General Meeting concerning the composition and remuneration of the Board. The Nomination Committee evaluates the independence of the proposed Board members it has recommended. The Committee's recommendation does not affect the Board's independent decision-making authority or its right to put proposals before the General Meeting.
On 25 September 2015, the Board of Directors elected the following persons to the Nomination Committee:Mr Peter Immonen, Mr Timo Leino, Mr Mikko Mursula, Mr Pekka Pajamo and Mr Into Ylppö. Mr Pekka Pajamo was elected Chairman of the Committee. The members of the Committee are independent of the company.