The Board of Directors may decide to establish committees to handle duties designated by the Board. The Board confirms the committees’ rules of procedure.
The Board of Directors has one committee: the Nomination and Remuneration Committee. The Board of Directors appoints the members of the Committee from among its members in accordance with the Committee’s rules of procedure. 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 aim of the Nomination and Remuneration Committee is to prepare the CEO’s, the Deputy CEO’s and the management’s terms of employment, ensure objective decisionmaking, promote 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 performance bonus systems are linked to the company’s strategy and the results achieved.
The Nomination and Remuneration Committee has three (3) members. The Nomination and Remuneration Committee consists of the Chair, Vice Chair and one member of the Board of Directors elected by the Board in accordance with its rules of procedure. As an exception to recommendations 17 and 18 of the Corporate Governance Code, one (1) of the members of the Nomination and Remuneration Committee is independent of the company. The Nomination and Remuneration Committee is composed of members of the Board of Directors.
The Chair of the Nomination and Remuneration Committee is Seppo Paavola, and the other members are Pasi Korhonen and Nella Ginman-Tjeder. In 2021, the Nomination and Remuneration Committee met four times, and its members’ average attendance was 100% as follows: Seppo Paavola 4/4, Pasi Korhonen 3/4 and Nella Ginman-Tjeder 4/4.
According to its rules of procedure, the Nomination and Remuneration Committee has the following duties:
- 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 for the Board of Directors to decide on
- 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, reviews information to be published in the financial statements and, where applicable, in other bonus-related documents
- Preparing the remuneration policy and report for the Annual General Meeting, and presenting the remuneration policy and report at the Annual General Meeting and answering any questions concerning the policy and report with regard to the remuneration of the CEO and the Deputy CEO
- Performing other duties separately assigned to it by the Board of Directors.
The Chair of the Nomination and Remuneration Committee convenes the Committee as needed. At the meetings, the matters falling under 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.
As mentioned in section 4 above, Atria’s Annual General Meeting has established a separate Shareholders’ 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.