ANNUAL REPORT 2012

Governance

Board Committees

The Board of Directors appointed three committees in 2012: an Audit Committee, a Compensation Committee, and a Nomination Committee.

Audit Committee

The Audit Committee is responsible for the following activities:

  • Monitoring the reporting process used for the Company’sfinancial statements
  • Supervising the financial reporting process
  • Monitoring the efficiency of the Company’s internal controls,internal auditing, and risk management
  • Reviewing the description of the main features of theinternal controls and risk management associated with the financial reporting process, as provided by the Company’s administration and control system
  • Monitoring the statutory auditing of the Company’s financialstatements and consolidated financial statements
  • Evaluating the independence of the Company’s statutoryAuditors and the additional services provided by the Auditors
  • Drafting the proposal covering the selection of the Company’sAuditors for the Nomination Committee

The following Board members belonged to the Audit Committee:

  • Gustaf Gripenberg (Chairman)
  • Alexander Ehrnrooth
  • Paul Ehrnrooth
  • Louise Fromond
  • Karsten Slotte

The Audit Committee convened 4 times in 2012 and the attendance of members at meetings was 100%. Besides its ordinary work, the Audit Committee also discussed the Company’s sustainability management and reporting in 2012.

Compensation Committee

The Compensation Committee is responsible for preparing matters related to the appointment and remuneration of the President and CEO and Group directors, as well as issues related to the Company’s remuneration system.

The following Board members belonged to the Compensation Committee:

  • Kaj-Gustaf Bergh (Chairman)
  • Ralf Böer
  • Ingrid Jonasson Blank
  • Jukka Suominen

The Compensation Committee convened 6 times in 2012 and the attendance of members at meetings was 100%. In 2012, the Compensation Committee discussed the Company’s compensation framework, bonus structure and longterm incentive plan and prepared the proposal for the new long-term incentive program for the President and CEO.


Nomination Committee

The Nomination Committee is responsible for the following activities:

  • Preparing proposals related to the composition of theBoard for the General Meeting of Shareholders after
    consulting major shareholders
  • Preparing proposals for the General Meeting of Shareholderson the remuneration of Board members
  • Preparing proposals for the Board regarding the compositionof the Board’s committees
  • Preparing the proposal on the selection of the Company’sAuditors based on the proposal of the Audit Committee
  • Confirming the criteria and processes to be used forevaluating the Board’s work

The following Board members belonged to the Nomination Committee:

  • Kaj-Gustaf Bergh (Chairman)
  • Alexander Ehrnrooth
  • Paul Ehrnrooth

The Nomination Committee convened twice in 2012 and the attendance of members at meetings was 100%.