Committees

Committees

Silmäasema has an audit committee and remunaration committee comprising of three members of the Board of Directors. After the Annual General Meeting has concluded, the Board of Directors elects committees' Chair, Vice-Chair and members for one year at a time from among the Board’s members.

Audit Committee

The members of the audit committee must be independent of the Company and at least one member must be independent of the Company’s significant shareholders. The audit committee must have the expertise and experience necessary for the task, and at least one of the members must have special expertise in accounting, bookkeeping or auditing.

In accordance with legislation and Corporate Governance, the audit committee has a duty to monitor the reporting process of financial statements; monitor the efficiency of the Company’s internal control, potential internal audit and risk management systems; reviews the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is included in the Company’s Corporate Governance Statement; monitors the statutory audit of the financial statements and consolidated financial statements; and evaluates the independence of the statutory auditor or audit firm, particularly the provision of related services to the company.

In addition, the audit committee may, for instance, monitor the Company’s and the Group’s financial position; monitor the financial reporting process; monitor the interim report process; monitor the Group’s risks as well as the quality and scope of risk management; evaluate the Group’s risk policy and risks annually; prepare a proposal on the decision of electing an external auditor; and evaluate compliance with laws, regulations and the Company’s operating principles. The audit committee does not have independent power of decision. The Board of Directors makes decisions based on the audit committee’s proposals. The Board of Directors has confirmed written rules of procedure for the audit committee containing the audit committee’s central tasks and operating principles. The Chair of the audit committee summons the audit committee at least four times a year and reports the discussed matters and procedures which it has begun. The committee provides the Board of Directors proposals for decision-making when appropriate.

The audit committee is comprised of Kaisa Vikkula, Jukka Hienonen and Martti Kiuru. Kaisa Vikkula acts as Chair of the committee.

Remuneration Committee

The majority of the members of the remuneration committee must be independent of the company. The Managing Director or any other executive member shall not be a member of the remuneration committee. The Remuneration committee acts independently and independently of the company and its executive management.

According to the Finnish Corporate Governance Code, the duties of the Board of Directors may include preparation of remuneration and appointment matters for the CEO and other management of the company, as well as the principles of remuneration for the company's management. If the remuneration committee uses an external advisor to assist in performing of its duties, the committee will ensure that the adviser does not act as an advisor to the executive management in a manner that may give rise to a conflict of interest.

The remuneration committee is comprised of Maisa Romanainen, Jukka Hienonen and Tuomas Lang. Jukka Hienonen acts as Chair of committee.