Board Committees

Investors, BOD

Board Committees

The Board of Directors may set up committees to handle duties designated by the Board. The Board shall approve the rules of procedure for the committees.

The Board of Directors has one board committee: Nomination and Remuneration Committee. The Board of Directors appoints the members of the committee from among its members according to the rules of procedure of the committee. The Committee has no autonomous decision-making power. The Board of Directors makes decisions on the basis of the Committee`s preparations and proposals. The committee shall regularly report to the Board of Directors which supervises the operation of the Committee. 

The Nomination and Remuneration Committee consists of the Chairman, Deputy Chairman and one member of the Board of Directors elected by the Board itself. As an exception to the recommendation 29 one member of the total 3 members of the Nomination and Remuneration Committee is independent of the company. The chairman of the Board of Directors and the Deputy Chairman of the Board of Directors are nominated as members of the Nomination and Remuneration Committee in accordance to the shareholder agreement of the Lihakunta and Itikka Co-operative. According to the recommendations 29 and 30 of the Corporate Governance Code, the company CEO, the members of the Board of Directors who belong to the Company`s management shall not be elected as members of to the Nomination and Remuneration Committee. 

The aim of the Nomination and Remuneration Committee is to prepare the CEO`s and Deputy CEO`s as well as the management`s terms of employment to ensure the objectivity of decision-making, enhance the achievement of company`s goals through bonus schemes, increase the company’s value and ensure that bonus schemes are transparent and systematic. The aim of the Nomination and Remuneration Committee is also to ensure that the merit pay systems are connected with the company’s strategy and results obtained.

According to the rules of procedure, the duties of the Nomination and Remuneration Committee are as follows:

• Making the preparations for the nomination of the CEO and Deputy CEO;
• Making preparations to search for successors to the CEO and Deputy CEO
• Preparing the terms of employment of the CEO and Deputy CEO and bringing them before the Board of Directors
• Preparing the remuneration, fees and other employment benefits of the directors that report to the CEO and bringing them before the Board of Directors
• Preparing the forms and criteria of the bonus and incentive schemes of top management and bringing them before the Board of Directors
• Preparing the content and group assignments of the pension programmes of the company’s management and bringing them before the Board of Directors
• Submitting its statement on the bonus arrangements for the entire personnel before their approval and assessing their functionality and the achievement of the systems’ goals
• If required, discussing possible interpretation problems related to the application of the approved bonus schemes and recommending a solution
• If required, reviewing information to be published in the financial statements and, where applicable, in other bonus-related documents
• Performing other duties separately assigned to it by the Board of Directors

The Chairman of the Nomination and Remuneration Committee shall convene the Committee as needed. At the meetings, the matters belonging to the duties of the Committee are discussed. The Nomination and Remuneration Committee may invite other people to join its meetings if deemed necessary and may use external experts to assist the Committee in fulfilling its duties.

The Chairman of the Nomination and Remuneration Committee is Seppo Paavola and the other members are Jyrki Rantsi and Harri Sivula. Seppo Paavola and Jyrki Rantsi are dependent of the company and of significant shareholders. Harri Sivula is independent of the company and of significant shareholders. In 2015, the Nomination and Remuneration Committee met 6 times and the average attendance of the members was 100%.

As noted in section 4 above, Atria Plc's General Meeting has established a separate Nomination Board to prepare proposals concerning the election and remuneration of the members of the Board of Directors as well as the remuneration of the members of the Supervisory Board for the next Annual General Meeting.