Componenta the Audit Committee and the Nomination Board consisting of shareholders or their representatives.
Componenta has a Board Audit Committee composed of at least three members. After the Annual General Meeting, the Board of Directors elects from among its members the Chairman and members of the Audit Committee for one year at a time.
The majority of the Audit Committee’s members must be independent of the company and at least one of the members must be independent of the Company’s major shareholders. In the election of the Audit Committee members, the relevant qualification requirements are taken into account.
The Board of Directors has confirmed a written agenda for the Audit Committee.
The Audit Committee has no independent decision-making power. Instead, the Board of Directors makes decisions based on the matters prepared by the Audit Committee. The Chairman of the Audit Committee reports on the work of the Audit Committee at the Board meetings following the Audit Committee meetings. The invitation and materials of the Audit Committee meetings are sent to all Board members, who all have the right to attend the meetings of the Audit Committee.
The main tasks and duties of the Audit Committee are to:
• monitor and supervise the reporting process of financial statements, ensure that the reporting process generates correct information, and approve important accounting principles;
• review and oversee the quality and integrity of the annual report and the annual financial statements as well as the interim reports;
• monitor the financial position of the company and the sufficiency of financing and prepare matters and proposals to the Board on a need-to-know basis;
• monitor the efficiency, plans and processes of the Group’s internal control, internal audit and risk management systems;
• review the company’s Corporate Governance Statement;
• review the external audit plan and monitor the statutory audit of the financial statements and consolidated financial statements, approve the budget of the external audit as well as any new assignments exceeding the limit set by the Audit Committee;
• meet with the external auditor quarterly and review all material reports from the auditor;
• evaluate the independence of the statutory auditor or audit firm, particularly the provision of related services to the company to be audited;
• prepare the proposal for a resolution on the election of the auditor;
• meet with the management of the company, particularly the President and CEO and the CFO, and risk management.
The Audit Committee regularly evaluates its performance and working practices and carries out a related self-evaluation once a year.
In 2015, the Board of Directors elected Riitta Palomäki to be Chairman of the Audit Committee and Olavi Huhtala and Tommi Salunen as the other members of the committee.
Componenta has a Shareholders’ Nomination Board. The Nomination Board – composed of shareholders or the shareholders’ representatives – is tasked with preparing and making proposals on Board members and the remuneration of Board members to the next Annual General Meeting.
The Nomination Board is convened annually by requesting the three biggest shareholders as per 31 August to nominate one member to the Nomination Board. In addition, the Chairman of the Board of Directors serves as the Nomination Board’s expert member.
The members of the Nomination Board elect the Board’s Chairman from among themselves. The first meeting of the Nomination Board is convened by the Chairman of the Company’s Board of Directors, after which the meetings are convened by the Chairman of the Nomination Board. The Board serves as the comittee composed of shareholders’ representatives as referred to in the Finnish Corporate Governance Code; this is not considered a departure from the Corporate Governance Code.
The Nomination Board gives its proposal to the General Meeting no later by the end of January preceding the Annual General Meeting. The Nomination Board ensures that the proposal is presented at the General Meeting.
The Nomination Board has a written charter, the contents of which it reviews annually. Any changes proposed to the charter are presented to the Annual General Meeting.
The Nomination Board is charged with:
• determining the principles applicable to the diversity of the Board of Directors;
• drawing up a report on the realisation of representation by both genders on the Board of Directors and on the measures aiming to achieve the objective and the progress made with regard to its achievement;
• preparing and presenting the proposal on the number of Board members to the General Meeting;
• preparing and presenting the proposal on the Board members to the General Meeting;
• preparing and presenting the proposal on the remuneration of Board members to the General Meeting;
• identifying potential successors for Board members.
Composition of the Nomination Board
Componenta released on 4 October 2016 the members of the Nomination Board as follows:
Erkki Etola, shareholder Etra Capital Oy and Tiiviste Group Oy
Mikko Mursula, shareholder Ilmarinen Mutual Pension Insurance Company
Timo Sallinen, shareholder Varma Mutual Pension Insurance Company
In addition, the Chairman of the Board of Directors, Matti Ruotsala acts as an expert member of the Nomination Board. The Nomination Board elected Timo Sallinen as its chairman.