The Board of Directors approved this agenda on 16 March 2017, electing from among its members Sakari Lassila as Chairman and Teemu Kangas-Kärki and Laura tarkka as members of the Audit Committee, for the period up to the Annual General Meeting. The Board will check the agenda annually at its organisational meeting following the Annual General Meeting.
Purpose of the Audit Committee
The purpose of the Audit Committee is to serve as a body assisting the Board, preparing matters related to the company's financial reporting and control. The Audit Committee has no independent decision-making power, as the Board decides on matters on the basis of preparatory work done by the Committee. This agenda defines the tasks and operating principles of the Audit Committee.
The duties of the Audit Committee include:
1. monitoring the Group's financial situation and financing situation;
2. monitoring the company's financial statements reporting process;
3. monitoring the company's financial reporting process;
4. monitoring the efficiency of the company's internal control, internal audit and risk management systems;
5. processing the operating principles of the company's internal control;
6. processing the company's internal control plans and reports;
7. processing the company's Corporate Governance Statement, including the description of key internal control and risk management systems related to the financial reporting process included in it;
8. monitoring the statutory audit of the financial statements and consolidated financial statements;
9. evaluating the independence of the company's audit firm;
10. evaluating the related services provided by the company's audit firm;
11. preparing the proposal for resolution and/or recommendation on the election of the company's auditor;
12. maintaining contacts with the auditor and processing reports prepared by the auditor for the Audit Committee;
13. evaluating compliance with legislation and regulations.
The Committee has at least three members. The Board shall elect members of the Committee from among its members on an annual basis, for the duration of the Board's term. Members of the Audit Committee must be independent of the company and at least one member must be independent of any major shareholders of the company. On an annual basis, the Board of Directors shall likewise select one member as Chairman of the Committee, for the term of the Board.
Members of the Audit Committee must have the qualifications required by the Committee's scope of tasks and sufficient expertise in bookkeeping, accounting and practices related to financial statements.
Meetings and reporting to the Board
The Audit Committee convenes on a regular basis, at least four times per year.
Upon its discretion, the Audit Committee may invite the company's President and CEO and other representatives of company management, and the auditor, to its meetings. The company's CFO presents matters to the Audit Committee. The Group lawyer serves as secretary to the Audit Committee.
The Audit Committee may use the services of external experts and advisors when necessary.
Minutes of Audit Committee meetings are submitted for information to the Board of Directors. Moreover, the Chairman of the Committee provides separate reports to the Board on key observations made by the Committee.