Board Committees

Investors

Board Committees

The Board of Directors may decide to set up committees to handle duties designated by the Board. The Board of Directors approves the rules of procedure for the committees.
The Board of Directors has one committee, the Nomination and Remuneration Committee. The Board of Directors appoints the members of the Committee from amongst its members according to the rules of procedure of the Committee. The Committee has no autonomous decision-making power. Decisions are made by the Board of Directors on the basis of the Committee’s preparations and proposals. The Committee regularly reports on their work 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 and Deputy CEO’s elections 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.

The Nomination and Remuneration Committee has three (3) members. According to its rules of procedure, 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 recommendation 17 of the Corporate Governance Code, one (1) of the three members of the Nomination and Remuneration Committee is independent of the company and significant shareholders. The Nomination and Remuneration Committee consists of members of the Board of Directors, most of whom are dependent of the company and significant shareholders.

The Chairman of the Nomination and Remuneration Committee is Seppo Paavola and the other members are Jyrki Rantsi and Nella Ginman-Tjeder. In 2019, 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 and Nella Ginman-Tjeder 4/4.

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, 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 General Meeting and presenting the Remuneration Policy and Report at the General Meeting and answering related questions regarding the remuneration of the CEO and Deputy CEO.
  • 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.

As noted in section 4 above, Atria’s General Meeting has established a separate Shareholders’ Nomination Committee 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.