The Board of Directors may decide to establish committees to handle duties designated by the Board. The Board confirms the committees’ charters.
The Board of Directors has one board committee: the Nomination and Remuneration Committee. The Board of Directors appoints the members of the Committee from amongst its members according to the Committee’s charter. 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 reports regularly to the Board of Directors, which supervises the operations of the Committee.
The Nomination and Remuneration Committee has three (3) members. 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 recommendations 17 and 18a of the Corporate Governance Code, one (1) of the three members of the Nomination and Remuneration Committee is independent of the company. The Nomination and Remuneration Committee consists of the members of Board of Directors which mostly are dependant of company and significant shareholders. Chairman and deputy chairman of the board of directors are nominated in accordance with the shareholders’ agreement made between Lihakunta and Itikka Co-operatives. In accordance with recommendations 17 and 18a of the Corporate Governance Code, the company’s CEO or other members of the Board of Directors who are a part of the company’s management cannot serve as members of 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, ensure the objectivity of decision-making, enhance the achievement of the 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 linked to the company’s strategy and the results obtained.
According to its charter, the duties of the Nomination and Remuneration Committee are as follows:
- Making 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 the service contracts 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 who 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 convenes the Committee as needed. At the meetings, the matters belonging to the duties of the Committee are reviewed. 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 Chair of the Nomination and Remuneration Committee is Seppo Paavola and the other members are Jyrki Rantsi, Harri Sivula until 25th of April 2018 and Nella Ginman-Tjeder start-ing 26th of April 2018. Seppo Paavola and Jyrki Rantsi are dependent of the company and of significant shareholders. Harri Sivula and Nella Ginman-Tjeder are independent of the company and of significant shareholders. In 2018, the Nomination and Remuneration Committee met four (4) times, and the average attendance of the members was 100% as follows: Seppo Paavola 4/4; Jyrki Rantsi 4/4; Harri Sivula 1/1; and Nella Ginman-Tjeder 3/3.
Atria Plc’s Annual 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.