The Board of Directors has two permanent committees that assist the Board by preparing issues for the Board to consider. The permanent committees are the Audit Committee and the Remuneration Committee.
If necessary, the Board of Directors may also establish other committees and temporary working groups from among its members to prepare other important decisions. The committees have no decision-making authority in themselves; their purpose is to assist the Board of Directors by preparing issues that are within the Board’s remit. The committees report regularly to the Board of Directors.
The Board of Directors elects the members and chairmen of the committees from among its members. The members’ term of office is one year, ending at the close of the next Annual General Meeting after the election. Each committee shall have at least three members. A quorum of a committee meeting shall be attained when the Chairman and at least one member are present.
The Board of Directors has confirmed written charters for the committees, defining their tasks and operating principles.
More information about the Audit and Remuneration Committees and meeting attendance is available in the Corporate Governance Statement 2018.
The main tasks of the Audit Committee, according to the written charters the Board has confirmed for them, include:
- monitoring the process of financial statement reporting,
- monitoring the efficiency of the internal control, internal audit and risk management systems,
- reviewing the Company’s Corporate Governance Statement, especially the description on the main features of internal control and risk management system related to the financial reporting process,
- monitoring the statutory audit of the financial statements and consolidated financial statements,
- monitoring the Company’s financial position,
- monitoring the Company’s financing situation and tax status,
- monitoring significant financial as well as financing and tax risks,
- overseeing the financial and risk management reporting processes,
- approving the operating instructions, plans and reports of the internal audit,
- maintaining contact with the auditor and reviewing the Auditor’s Report,
- evaluating the independence of the statutory auditor and the provision of related services to the Company,
- preparing the proposals for the resolutions regarding the selection and remuneration of the auditors,
- monitoring processes and risks related to IT security and
- evaluating compliance with laws and regulations.
The majority of the members of the Audit Committee shall be independent of the Company and at least one member shall be independent of the Company’s significant shareholders.
Audit Committee 2019
Kojamo plc’s Board of Directors held its organising meeting after the Annual General Meeting on 14 March 2019. In the organising meeting, the Board elected committee members from among its members.
The Audit Committee comprises Anne Leskelä (Chairperson), Matti Harjuniemi, Mikko Mursula and Heli Puura.
The main tasks of the Remuneration Committee, according to the written charters the Board has confirmed for them, include:
- preparing matters pertaining to the remuneration and other financial benefits of the Company’s CEO and Deputy CEO,
- preparing matters pertaining to the remuneration and other financial benefits of other executives,
- evaluating the remuneration of the CEO and other executives and ensuring the appropriateness of the incentive plans,
- preparing matters pertaining to the Company’s incentive plans,
- preparing matters pertaining to the nomination of the CEO and Deputy CEO as well as identifying their successors and
- planning the remuneration of other personnel and development of the organisation.
The majority of the Remuneration Committee shall be independent of the Company.
Remuneration Committee 2019
Kojamo plc’s Board of Directors held its organising meeting after the Annual General Meeting on 14 March 2019. In the organising meeting, the Board elected Remuneration Committee members from among its members.
The Remuneration Committee comprises Mikael Aro (Chairman), Minna Metsälä and Reima Rytsölä.
Page updated 19 June 2019