Board committees
Permanent committees
The Board of Directors may set up committees and decide on their agendas. The Board has decided to set up an Audit Committee and a combined Nomination and Remuneration Committee. The Committees report regularly to the Board about their work.
The company does not comply with Recommendation “22 Appointment of members to the committees” of the Corporate Governance Code, according to which a committee shall have no less than three members. According to the standing orders of the committees, they shall have 2-3 members who are elected by the Board from amongst its number. According to the standing orders two members can be appointed to a committee if the Board considers this appropriate in view of the structure of the Board and the number of directors. However, in 2011 committees have consisted of three members.
The Audit Committee
According to the agenda of the Audit Committee approved by the Board of the company, the central tasks of the Committee include inter alia monitoring the financial situation of the company, supervision of financial reporting (financial statements, interim reports), evaluation of the sufficiency and appropriateness of internal control and risk management, evaluation of compliance with acts and regulations, preparation of the decision to elect the auditors, contacts with the auditor and studying of the auditor’s reports as well as evaluation of the advice services of the auditor.
The company does not follow Recommendation “26 Independence of the members of the audit committee” of the 2010 Finnish Corporate Governance Code for listed companies, according to which the members of the Audit Committee shall be independent of the company. The Board of Directors considers it appropriate that sufficient expertise in construction, property investment and project development is represented on the Audit Committee. There have thus been good reasons for Timo Kokkila, who has acted as SRV Group Plc’s Manager, Project Development, to have been appointed member of the Audit Committee. Timo Kokkila was appointed member of the Board of Directors and member of the Audit Committee of SRV Group Plc in 2010 and his employment relationship with SRV Group has ended in 2011.
Olli-Pekka Kallasvuo is the chairman and Timo Kokkila and Minna Alitalo are members of the Audit Committee.
The Audit Committee met four times during 2011. Attendance at meetings was 91,7 %.
The charter of the Audit Committee
The Nomination and Remuneration Committee
On 17 April 2007, the company’s Board decided to set up a Nomination and Remuneration Committee. According to the agenda of the Committee approved by the Board, the tasks of the Committee include preparation of the election of the Board members for the proposal to be made to the General Meeting of Shareholders, searching successors for Board members, preparation of remuneration issues of Board members, the president and CEO and other company executives as well as the company’s incentive systems, preparation of the nomination of Vice-Presidents and other members belonging to the executives of the company and charting their successors.
Taking into account the size of the company’s Board, it has been considered appropriate that the Committee act both as the Nomination and the Remuneration Committee.
Ilpo Kokkila is the chairman and Ilkka Salonen and Arto Hiltunen are members of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee met four times during 2011. Attendance at meetings was 100%.