Board Committees

In order to focus on certain responsibilities, the Board may appoint Committees consisting of three to five Board members each. The Board also appoints the Chairman of each Committee. Each Committee member shall have the qualifications required by the duties of the Committee.

The Board currently has three committees: the Nomination Committee, the Human Resources Committee and the Audit Committee. The duties and responsibilities of the Committees are described in the charter for each Committee approved by the Board. The charters were last updated in 2016. The Committees assist the Board by preparing matters belonging to the competence of the Board. Each Committee regularly reports on its work to the Board. The Committees have no autonomous decision-making power and, thus, the Board passes its resolutions collectively. The entire Board remains responsible for the duties assigned to the Committees.

Nomination Committee

The Nomination Committee prepares proposals to the AGM concerning election of Board members and their remuneration. It may also conduct succession planning of the Board members.

The Committee shall meet at least once a year, prior to the AGM. The following individuals have comprised the Nomination Committee in 2016: Pekka Ala-Pietilä (Chairman), Rolf Börjesson and Jukka Suominen. In 2016, the Nomination Committee held four meetings. The average attendance of the members at the Nomination Committee meetings was 100%.

Human Resources Committee

The Human Resources Committee prepares and discusses organizational and human resource matters including remuneration, appointment and succession planning of the CEO and other GET members as well as the development of the people strategy and human resources policies.

The Committee shall meet at least twice a year. The following individuals have comprised the Human Resources Committee from the date of the AGM in 2016: Pekka Ala-Pietilä (Chairman), Doug Baillie, William R. Barker and Rolf Börjesson. In 2016, the Human Resources Committee held six meetings. The average attendance of the members at the Human Resources Committee meetings was 90%.

Audit Committee

The Audit Committee assists the Board by preparing certain matters relating to financial reporting and control. Audit Committee’s duties include for example monitoring and evaluating the Company’s financial reporting process, the effectiveness of internal control, internal audit and risk management systems as well as evaluating the independence of the statutory auditor and in particular the provision of non-audit services. The Audit Committee also prepares and makes proposals to the AGM for the election of the statutory auditor and reviews the financial statements and various other reports to be published by the Company.

The Audit Committee members shall have the expertise and experience required for the performance of the responsibilities of the Committee and at least one member shall have competence in accounting and/or auditing. The Audit Committee members shall not be involved in the day-to-day management of the Group. The majority of the members shall be independent of the Company and at least one member shall be independent of the Company’s significant shareholders. In addition to the members of the Audit Committee, the CFO of the Company participates in the Committee’s meetings. The Auditor participates in the meeting deliberating the financial statements and also other meetings, if considered necessary. The Committee shall meet in accordance with the schedule determined by the Committee but at least four times a year. The following individuals have comprised the Audit Committee in 2016: Jukka Suominen (Chairman), Eija Ailasmaa and Sandra Turner. In 2016, the Audit Committee held six meetings. The average attendance of the members at the Audit Committee meetings was 100%.