Four committees have been set up in HKScan to streamline the preparation and management of matters for the consideration of the Board. The Board selects the members and chairmen of the committees from among its members, except for the Nomination Committee, to which members may be selected from outside the Board in order to bring additional knowledge and expertise to bear on key appointments within the Company.
The Board elects the three members of the Audit Committee from among its members. At least one of the members must possess particular expertise in the fields of accounting, bookkeeping or auditing. The Audit Committee assists the Board by preparing matters within its remit for the consideration of the Board and by submitting proposals or recommendations for Board resolution.
The duties of the Audit Committee have been determined in its
charter adopted by the Board, in keeping with recommendation 27 of
the Corporate Governance Code. The tasks of the Audit Committee of
HKScan’s Board of Directors include, but are not limited to the
following:
- to monitor the reporting process of financial statements;
- to supervise the financial reporting process;
- to monitor the efficiency of the Company’s internal
control, internal auditing and risk management system;
- to review the description of the main features of the
internal control and risk management systems
pertaining to the financial reporting process, which
is included in the Company’s corporate governance statement;
- to monitor the statutory audit;
- to evaluate the independence of auditors and the provision
of related services to the Company in particular and
- to prepare the proposal for resolution on the election of
the auditors.
The Audit Committee reports on its work to the Board at the Board meeting first following the meeting of the Committee and submits for the information of the Board the minutes of the committee’s meeting. The CEO of the Company or other senior executives may not be elected to the Audit Committee.
The Audit Committee is chaired by Tero Hemmilä and its members are Gunilla Aschan, Niels Borup and Juha Kylämäki. Committee meetings are also regularly attended by the Company’s CEO and CFO and by its external auditors.
The Board elects the three members of the Nomination Committee. The members of the Committee need not be Board members. The CEO of the Company or other senior executives may not be elected to the Nomination Committee.
The duties of the Nomination Committee are defined in its charter adopted by the Board. The Committee is tasked with preparing the proposals to be presented to the General Meeting of Shareholders concerning the number, appointment and remuneration of Board members. The Nomination Committee convenes at least once before the General Meeting of Shareholders and reports on its work to the Board of Directors immediately following the meeting of the Committee.
The members of the Nomination Committee are Tiina Teperi-Saari (chair), Lars Gustafsson and Juha Kylämäki.
Introductions:
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Tiina Teperi-Saari (b. 1960)
Main Board memberships and public
Public duties previously undertaken:
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Lars Gustafsson (b. 1956)
Main Board memberships and public duties
currently undertaken:
Public duties previously undertaken:
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The Board elects the three members of the Compensation Committee from among its members. The majority of the members of the Compensation Committee must be independent of the Company. The CEO of the Company or other senior executives may not be elected to the Compensation Committee.
The duties of the Compensation Committee are defined in its charter adopted by the Board of Directors. The Compensation Committee is tasked with preparing matters pertaining to the Company’s remuneration schemes. The Compensation Committee convenes as necessary and reports on its work to the Board following the meeting of the Committee and submits for the information of the Board the minutes of the Committee’s meetings.
The Committee is chaired by Niels Borup and its members are Teija Andersen, Juha Kylämäki and Henrik Treschow. The Compensation Committee has used external consultants in its work.
Within the Working Committee the Board considers matters without the presence of the operative management. The duties of the Working Committee are defined in its charter adopted by the Board of Directors. The Working Committee is tasked with promoting the efficient accomplishment of the duties of the Company’s Board of Directors. The aim of the Committee is to advance compliance with the Finnish Corporate Governance Code in HKScan Corporation.
The Working Committee is chaired by Juha Kylämäki and its members are Tero Hemmilä and Niels Borup.