The Board of Directors may establish Board committees from among its members to support its work. The Board shall confirm the main duties and operating principles of the committees in a written charter, and the company shall report their key content. Committees report regularly to the Board.
The Board of Directors elects the Audit and Compensation Committee and, whenever necessary, other committees at its annual constitutive meeting that takes place after the AGM. The Board of Directors elects the committee Chairs and members from among its members at the constitutive meeting of the Board.
Each committee must have at least three members, and every member must have the expertise and experience required for the duties of the committee. Each committee has a written charter confirmed by the Board of Directors. The committees report to the Board of Directors on the matters discussed and actions required regularly at the Board meeting following the committee meeting. The committees have no independent power of decision: the Board of Directors makes the decisions collectively.
Audit Committee (AC)
- Kirsi Sormunen (Chair)
- Anu Nissinen
- Jukka Ottela
The AC comprises a Chairman and at least two members elected annually by the Board of Directors from among independent Board members who have the competence required for the committee duties. A majority of the AC members must be independent of the company, and at least one of them has to be independent of major shareholders. The AC meets at least four times a year.
The Board specifies the duties of the AC in the AC charter. According to its charter, DNA’s Audit Committee assists the Board of Directors in carrying out its financial reporting and control, risk management and internal and external audit responsibilities. The committee reports regularly to the Board of Directors.
The main duties of the AC include the following:
- Monitoring the company’s financial position; financing status and taxation position;
- Monitoring the reporting process of financial statements;
- Monitoring, supervising and evaluating the financial reporting system and process and the risk management process;
- Discussing plans and reports of internal audit in the extent specified in the Internal Audit Charter;
- Monitoring and evaluating the operations and efficiency of the company’s internal control, internal audit and risk management systems;
- Performing a quarterly review to confirm the accuracy of the company's financial result with financial managers and auditors, before approval by the Board of Directors;
- Monitoring significant financial, financing and taxation risks and actions for controlling them;
- Discussing significant financial risks and managerial actions to monitor, control and report on the said risks;
- Reviewing significant findings by the auditors and the related management responses;
- Evaluating significant trials and other litigation matters with the Senior Vice President, Legal Affairs, as required;
- Monitoring business transactions by company management and the related parties, and possible related conflicts of interest;
- Reviewing the company’s Corporate Governance Statement;
- Monitoring the statutory audit of the financial statements and consolidated financial statements;
- Evaluating the independence of the statutory auditor or auditor firm, particularly the provision of other than audit services to the audited company;
- Preparing a proposal, for consideration, on the election of the auditor;
- Monitoring processes and risks related to IT security;
- Evaluating the company’s disclosure policy and propose changes, as required, to the Board of Directors;
- Evaluating the process of complying with laws and regulations; and
- Discussing and monitoring special issues − allocated by the Board of Directors − relevant to the Audit Committee’s sphere of duties.
The Audit Committee may have additional tasks, as deemed appropriate to the fulfilment of its responsibilities.
Audit Committee (AC) in 2015
From 1 January to 31 December 2015, the Audit Committee members included Kirsi Sormunen (Chair), Anu Nissinen and Jukka Ottela.
The AC convened six times in 2015, with a participation rate of 100 per cent.
Compensation Committee (CC)
- Pertti Korhonen (Chairman)
- Jarmo Leino
- Margus Schults
- Jukka Ottela
The RC comprises a Chair and at least two members elected annually by the Board of Directors from among its members. A majority of the members must be independent of the company. The CEO or another member of the company management cannot be a member of the RC. The committee meets at least twice a year.
The Board specifies the duties of the RC in the RC charter. According to its charter, DNA’s Compensation Committee assists the Board of Directors in the preparation of issues related to the compensation of DNA’s management, key employees and personnel. The committee reports regularly to the Board of Directors.
The main duties of the RC include the preparation of the following matters for consideration by the Board of Directors:
- Deciding on salaries, pensions terms and other benefits, other key terms of agreement and any exceptional agreement terms of the CEO and the Group Executive Team;
- Establishing short- and long-term incentive schemes for company management and personnel, and attending to their appropriateness;
- Planning successors for the CEO and the Group Executive Team;
The committee may have additional duties deemed appropriate to its task of assisting the Board of Directors in areas such as the following:
- Matters pertaining to the appointment of the CEO and members of the Group Executive Team;
- Principles according to which the management participates in the work of subsidiary and third-party Boards;
- Principles and practices related to personnel incentives;
- Essential organisational changes;
- Review of the compensation and salary statement required by the annual Corporate Governance Code, and answering related questions at the General Meeting.
Compensation Committee (CC) in 2015
From 1 January to 31 December 2015, the Compensation Committee comprised Jarmo Leino (Chair), Kirsi Sormunen, Anu Nissinen and Jukka Ottela. The RC convened two times, with a participation rate of 100 per cent.
Shareholders’ Nomination Committee
DNA’s General Meeting has established the Shareholders’ Nomination Committee and approved its charter.
The permanent Nomination Committee consisting of shareholders or their representatives is tasked with the preparation of proposals for the General Meeting regarding Board members’ election and compensation. The Nomination Committee was established in the AGM of 2015 until further notice by the AGM.
The committee consists of the largest three shareholders or representatives appointed by the said shareholders. The three shareholders whose portion of the votes produced by all the shares in the company according to the shareholders’ register, maintained by Euroclear Finland Ltd or other, is the greatest on 1 September of the year preceding the AGM shall have the right to appoint the committee members in the manner specified in the committee charter.
In addition, the Chairman of the company’s Board of Directors participates in the committee work in the capacity of specialist.
The company publishes the committee members when the members have been appointed. The term of office of the committee expires annually when a new committee is appointed. A quorum is constituted by the presence of more than half of the members of the committee. The committee shall not make a decision unless all committee members have had the opportunity to participate in the discussion of the matter and to be present at the meeting.
The duties of the committee include the following:
- Preparing and presenting a proposal for the General Meeting regarding Board members’ compensation;
- Preparing and presenting a proposal for the General Meeting regarding the number of Board members;
- Preparing and presenting a proposal for the General Meeting regarding the election of Board members; and
- Finding successors for Board members.
In 2015, the members of the Nomination Committee were Esa Haavisto (appointed by Finda Oy), Seppo Vikström (appointed by PHP Holding Oy) and Esko Torstila (appointed by Ilmarinen Mutual Pension Insurance Company).
The committee shall submit the proposals prepared for the AGM to the company’s Board of Directors not later than on 1 February prior to the AGM. The proposals will be published and included in the notice of the General Meeting.