Board committees
The Board of Directors of Wetteri decided on the establishment of the Audit Committee and Remuneration Committee at the organising meeting of 9 December 2022. The Board of Directors also approved the Committees’ respective rules of procedure that define the Committees’ duties and responsibilities.
The Audit Committee is comprised of Satu Mehtälä (Chair), Markku Kankaala and Hannu Pärssinen. Samuli Koskela, secretary of the Board of Directors, acts as the secretary for the Audit Committee.
The Remuneration Committee is comprised of Hannu Pärssinen (Chair), Mikael Malmsten, Martti Haapala and Aarne Simula.
The Shareholders’ Nomination Committee consists of Aarne Simula, Markku Kankaala and Martti Haapala. The Shareholders’ Nomination Committee was composed of the representatives of the three largest shareholders according to the situation on 31 December 2022 (Simula Invest Oy, PM Ruukki Oy and Oy Haapalandia Invest Ltd).
Duties of the Audit Committee
The principal purpose of the Audit Committee of the Board of Directors is to:
• assist the Board of Directors with the fulfilment of the duties related to the monitoring of the company’s financial reporting processes and with audit monitoring; and
• assist the Board of Directors in monitoring duties related to financial reporting, internal supervision, internal auditing and risk management.
The Audit Committee:
• monitors and evaluates financial reporting processes
• monitors the quality and reliability of the financial statements and other financial reports
• monitors the statutory audit of the financial statements and consolidated financial statements
• monitors and evaluates the efficiency of the company’s internal supervision, internal auditing and risk management systems
• evaluates the internal audit performance
• evaluates the competence and performance of the auditor
• monitors and evaluates the independence of the auditor and, in particular, services other than auditing services provided by the auditor
• prepares a draft resolution for the selection of an auditor and monitors observance with law, regulations and company policies as well as the efficiency of the company’s compliance system.
The Audit Committee consists of at least three members elected by the Board of Directors among its members. The Committee members must meet the independence and expertise requirements set out in the Corporate Governance for the Audit Committee members. The Board of Directors elects the Chair of the Audit Committee.
The Chair of the Audit Committee decides the number and schedule of committee meetings together with the members and cooperates with the company management and other relevant operators to prepare the agenda for committee meetings. The Audit Committee meets at least four times a year in accordance with the schedule verified at the meeting following the election of Audit Committee members. The Audit Committee has a separate meeting with the representatives of the company management, the auditor and internal auditor at least twice a year. In addition, the members meet regularly without the representatives of the management.
The Audit Committee reports to the Board of Directors regularly and delivers the Board of Directors the Committee’s meeting minutes.
The Committee evaluates its operations and working methods annually and reports the results of the evaluation to the Board of Directors.
Duties of the Remuneration Committee
The principal purpose of the Remuneration Committee of the Board of Directors is to:
- assist the Board of Directors with duties related to the company’s remuneration principles and processes and the preparation of remuneration systems and programmes;
- assist the Board of Directors in preparing and processing the company’s remuneration policy and annual remuneration reports;
- assist the Board of Directors with duties related to the performance and remuneration of the CEO and other members of the top management who report directly to the CEO; and
- process succession planning methods suitable for the top management.
The Remuneration Committee consists of at least three members elected by the Board of Directors among its members. The Committee members must meet the independence requirements set out in the Corporate Governance for the Committee members. The Board of Directors elects the Chair of the Remuneration Committee.
The Committee establishes its meeting schedule independently and meets as often as necessary in order to perform its duties in accordance with these rules of procedure. The Remuneration Committee reports to the Board of Directors regularly and delivers the Board of Directors the Committee’s meeting minutes. The Committee evaluates the appropriateness of its rules of procedure regularly and proposes any changes it deems necessary to the Board of Directors for approval. The Committee evaluates its operations and working methods annually and reports the results of the evaluation to the Board of Directors.
Duties of the Shareholders’ Nomination Committee
The principal purpose of the Shareholders’ Nomination Committee is to present the General Meeting a proposal of the nomination, number and remuneration of Board members.
The Shareholders’ Nomination Committee of Wetteri Plc is responsible for the preparation of a proposal concerning the nomination and remuneration of Board members for the General Meeting. The Committee must ensure that the company’s Board of Directors collectively and its members individually have adequate knowledge, expertise and experience relevant to the needs of the company, taking into account the company’s stage of development and operational risks. The principles regarding the nomination and composition of the Shareholders’ Nomination Committee and the election of Board members are determined in the rules of procedure of the Shareholders’ Nomination Committee.
