Board Committees

Composition of the Board of Directors and Board Committees as of 20 March 2018

 

Board of Directors

Audit
Committee

Remuneration 
Committee

R&D 
Committee

Heikki Westerlund

Chairman

 

Chairman

Member

Timo Maasilta

Vice Chairman

 

 Member

Member

Sirpa Jalkanen

Member

 

 

Chairman

Ari Lehtoranta

Member

Member

 

Member

Hilpi Rautelin

Member

Member

 

Member

Eija Ronkainen

Member

Member

 

Member

Mikael Silvennoinen

Member 

Chairman

Member

Member

Nomination Committee as of 30 October 2018:

Matti Kavetvuo, Chairman
Kari Jussi Aho
Annika Ekman
Erkki Etola
Petteri Karttunen
Timo Maasilta
Heikki Westerlund
Jukka Ylppö

Read more about the Nomination Committee.

Meetings of Board Committees in 2017

In 2017, Committee meetings were held as follows:

−      Audit Committee 5 (4 in 2016) meetings

  • every meeting was attended by all members

−      Remuneration Committee 3 (3) meetings

  • every meeting was attended by all members

−      R&D Committee 2 (2) meetings

  • every meeting was attended by all members

−      Nomination Committee 5 (6) meetings

  • the meetings were attended by all members except for Erkki Etola, who attended three meetings.

Charters of the Committees

The role of the committees, according to their charters, is limited to making proposals to the Board, without decision-making authority. A charter has been confirmed by the Board for each committee.

Charter of the Audit Committee

According to its charter, the Audit Committee shall comprise at least three members elected by the Board annually for the term of the Board. The members shall have the qualifications necessary to perform the responsibilities of the committee, and at least one member shall have expertise specifically in accounting, bookkeeping or auditing. 

The members shall also be independent of the Company, and at least one member shall be independent of significant shareholders of the Company. The qualifications and the independence are evaluated as provided in the Corporate Governance Code.

The committee shall meet at least four times per year, and it shall report to the Board.

The committee concentrates particularly on matters pertaining to financial reporting and control in the Orion Group. Its duties include:

  • monitoring the reporting process of the financial statements
  • supervising the financial reporting process
  • monitoring the efficiency of the Company’s internal control, internal audit, and risk management systems
  • monitoring the audit of the financial statements
  • evaluating the independence of the auditor, particularly the provision of related services to the Company (i.a., accepting in advance, according to verified      Company’s policies and principles, procurement of other than audit services from the auditing company)
  • proposing a resolution on the election of the auditor
  • monitoring the financial position of the Company
  • evaluating the compliance with laws and regulations in the Company.

Charter of the Remuneration Committee 

According to its charter, the Remuneration Committee shall comprise at least three members elected by the Board annually for the term of the Board. The majority of the members of the committee shall be independent of the Company in the manner described in the Corporate Governance Code.

The committee shall meet at least twice a year, and it shall report to the Board.

The committee shall handle and prepare matters concerning compensation and remuneration of the management and the personnel of the Orion Group, as well as the nominations of executives appointed by a decision by the Board.

Charter of the R&D Committee

According to its charter, the R&D Committee shall comprise at least three members elected by the Board annually for the term of the Board.

The committee shall meet at least twice a year, and it shall report to the Board.

The committee shall deal with and evaluate questions concerning research and development within the Orion Group, and make proposals concerning them to the Board.