Board committees

The Audit Committee operates in accordance with the Charter approved by the Board of Directors. The Board of Directors annually elects from among its members the Chairperson and members of the Committee and confirms its written Charter. The Audit Committee consists of a minimum of three Board members. The majority of the members of the Committee shall be independent of the company, with at least one member also being independent of the major shareholders of the company. At least one member of the Audit Committee shall also have expertise in accounting or auditing.

According to its Charter, the duties of the Audit Committee related to financial reporting include, among others, monitoring the company’s financial statement and sustainability reporting process and the financial status and financing situation of the Group, handling the budget as well as the financial statements and board reports, interim financial reports, and the annual report. The Committee monitors the efficiency of the company’s internal control, any internal audits, and risk management systems, monitors the statutory audit of the financial statements and the sustainability report, assesses the independence of the auditor as well as other non-audit services, and prepares a proposal on the appointment of the auditor. The Audit Committee monitors and assesses the company’s corporate responsibility and sustainability reporting processes and sustainability report verification, prepares the election procedure for the sustainability auditor, monitors the procedures followed in sustainability reporting and the effectiveness of internal control and risk management, as well as assesses and handles general corporate responsibility matters.

The Board of Directors, elected by the 2025 Annual General Meeting, elected Petri Castrén (Chair), Anders Holmén, Hille Korhonen, and Markus Lengauer as members of the Audit Committee from among its members.

The Board of Directors has approved the Charter for the Personnel and Remuneration Committee, according to which the committee’s task is to assist the Board by preparing the remuneration and appointment matters of the CEO and other senior management of the Group, as well as the key principles and practices related to the remuneration of the company’s personnel. The Committee shall not make independent decisions without express authorization from the Board.

The Board selects from among its members the members and the Chair of the Committee at the organizational meeting. The Committee shall consist of at least three members. The majority of the members of the Personnel and Remuneration Committee shall be independent of the company. The CEO or any other person in the Management Team of the company may not be a member of the Committee. However, the CEO may participate in the committee meetings at the request of the Committee, but without the right to vote thereat. The CEO may not, however, participate in any deliberations concerning their own salary, pension or other conditions and terms of employment. The Chair of the Committee may invite other participants to the meetings of the Committee.

According to its Charter, the duties of the Personnel and Remuneration Committee include preparing the governing bodies’ remuneration policy and report, presenting the governing bodies’ remuneration policy and report to the General Meeting and answering questions about them, preparing the appointment of the CEO and other members of the Management Team and succession planning, preparing and reviewing the remuneration of the CEO and other members of the Management Team, planning the remuneration of other personnel and organizational development, and monitoring and developing the company’s organization and personnel matters. In addition, the Personnel and Remuneration Committee may have other tasks that are appropriate to fulfil the role of the Committee.

When carrying out its duties, the Personnel and Remuneration Committee shall act independently in relation to the operative management of the company. If the Committee uses an external advisor to assist in carrying out its duties, the Committee shall ensure that the advisor is not also an advisor to the operative management in a manner that can result in a conflict of interest.

The Board of Directors, elected by the 2025 Annual General Meeting, elected Heiner Olbrich (Chair), Olli Liitola and Catharina Stackelberg-Hammarén as members of the Personnel and Remuneration Committee from among its members.