Board Committees

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.

Audit Committee

The Board elects at least 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. The tasks of the Audit Committee of HKScan’s Board of Directors include, among other things, 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's chair is Anne Leskelä, who is independent of the Company and Company's major shareholders. Members are Terhi Tuomi, Carl-Peter Thorwid and Reijo Kiskola. Terhi Tuomi and Carl-Peter Thorwid are independent of the Company, but not independent of a major shareholders. Reijo Kiskola is independent of the Company and major shareholders.

Committee meetings are also regularly attended by the Company’s CEO, the CFO, the internal auditor and by its external auditors.

Nomination Committee

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.

When the Nomination Committee plans the composition of the Board of Directors, the target is to ensure that the Board of Directors forms a functional entity. The prerequisite is sufficient diversity of the Board of Directors. The Board’s Nomination Committee searches, evaluates and recommends members to be elected in the Board of Directors and evaluates the number of the members of the Board of Directors. When designing the proposal for election of Board members, the diversity principles determined by the Company shall be taken into account: both genders should be represented in the Board; the Board members should have versatile background regarding profession and education that benefits the business of the Company; the Board members should have experience of international tasks; and the Board members should represent varied age range.

The members of the Nomination Committee are Jari Mäkilä (chair), Chairman of the Supervisory Board of LSO Osuuskunta, Per Lindahl, Chairman of Lantmännen Board of Directions and Reijo Kiskola, Chairman of HKScan Board of Directors.

Compensation Committee

The Board elects at least 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 compensation schemes. The Compensation Committee convenes at least twice a year 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 Compensation Committee is chaired by Per Olof Nyman and its other members are Harri Suutari and Ilkka Uusitalo. Per Olof Nyman is independent of the Company, but not independent of a major shareholder. Harri Suutari is independent of the Company and of the Company’s major shareholders. Ilkka Uusitalo is not independent of the Company nor a major shareholder.

The Compensation Committee has used external consultants in its work.

Working Committee

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 Reijo Kiskola and its members comprise all the other Board members and deputy members. Kiskola, Leskelä and Suutari are independent of the Company and of the Company's major shareholders. Nyman, Tuomi and Thorwid are independent of the Company, but not independent of a major shareholder. Mäkilä and Uusitalo are not independent of the Company nor a major shareholder.