Board Committees

Composition of the Board of Directors and Board Committees as of 23 March 2022

Nomination Committee as of 29 April 2022:

Heikki Westerlund, Chairman
Annika Ekman
Petteri Karttunen
Timo Maasilta
Hilpi Rautelin
Mikael Silvennoinen

Read more about the Nomination Committee.

Meetings of Board Committees

A breakdown of the committees met and members attended the meetings per financial year is available in the Corporate Governance Statements.

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. The Board has confirmed a charter 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 sufficient expertice and experience with respect to the committee’s area of responsibility and the mandatory tasks relating to auditing. , and at least one member shall have expertise in accounting 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  of the members are assessed in accordance with the  Corporate Governance Code.

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

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

• monitoring and assessing the financing reporting system
• monitoring and assessing the functioning and the efficiency of the Company’s internal control, internal audit, and risk management systems
• monitoring and assessing how agreements and other legal acts between the Company and its related parties meet the requirements of ordinary activities and arm’s-length terms.
• monitoring and evaluating the quality and independence of the auditor’s activities and the  provision of services other than auditing services by the auditor.
• preparing the appointment of the Company’s auditor
• monitoring the financial position of the Company
• evaluating the compliance with laws and regulations in the Company.

Charter of the Personnel and Remuneration Committee 

The Personnel and Remuneration Committee acts as the Remuneration Committee within the meaning of the Finnish Corporate Governance Code. According to its charter, the Personnel and 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 members shall have the expertise and experience required for the duties of the committee.

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

The committee shall e.g. prepare the remuneration and nomination matters of President and CEO of Orion Corporation and Executive Management Board of the Orion Group, as well as the remuneration principles followed by the Company.  The committee is also responsible for evaluating the development of the organization, as well as preparing and assessing remuneration principles for other personnel. The committee does not have independent decision-making power, but its role is limited to making proposals to 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 members shall have the expertise and experience required for the duties of the committee.

The committee shall meet at least twice a year, and it shall report regularly 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.