Board committees

The principal purpose of the Audit Committee of the Board of Directors is to:

• assisting the Board of Directors in fulfilling the company’s obligations related to the supervision of financial and sustainability reporting processes and in monitoring and evaluating the company’s audit and sustainability assurance
• assisting the Board of Directors in supervising duties related to financial and sustainability reporting, internal supervision, internal auditing and risk management.

The Audit Committee:

• monitor and evaluate processes for financial reporting and sustainability reporting
• to review the Report of the Board of Directors and the Annual Corporate Governance Statement
• monitor the quality and reliability of financial statements and other financial reports
• monitor and evaluate the effectiveness of the company’s internal control, internal audit and risk management systems
• evaluate the performance of internal audit
• assess the auditor’s competence and performance
• monitor the statutory audit of the financial statements and consolidated financial statements and the assurance of sustainability reporting
• inform the Board of Directors of the results of the audit and sustainability reporting assurance and provide an explanation of how they increased the reliability of the reporting.
• present to the Board of Directors its views on the role of the Audit Committee in the audit and sustainability reporting assurance processes
• monitor and assess the independence of the auditor and, in particular, the non-audit services provided by the auditor
• prepare a proposal for a decision on the selection of the auditor and the assurance officer of the sustainability report
• monitor compliance with laws and regulations and company policies and the effectiveness 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.

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.

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.