Srv Company / Investors / Corporate Governance / Board of Directors / Board Committees

Board Committees

Permanent committees

The Board of Directors has established two committees: an Audit Committee and a HR and Nomination Committee. The committees function in accordance with standing orders confirmed by the Board of Directors and they report to the Board of Directors. The committees have no independent decision-making power. Their task is to enhance the effectiveness of the Board of Directors’ work by preparing matters for decision by the Board of Directors and General Meetings of Shareholders.

The Audit Committee

The Audit Committee supervises the Company’s financial reporting and prepares matters for the Board of Directors relating to monitoring the financial situation, auditing and risk management. In order to fulfil its task, the Audit Committee follows the trend in SRV’s financial situation, listens to the auditors, reviews drafts of the financial statements and interim reports, and monitors the effectiveness of internal control, internal auditing and risk management systems. In addition, the Audit Committee prepares the selection of the auditor for presentation to the Annual General Meeting.

The Audit Committee consists of 2-3 members, whom the members of the Board of Directors elect from among their number. Two members can be appointed to the committee if the Board of Directors considers this appropriate in view of the structure and number of members of the Board. 

In 2016, Minna Alitalo chaires the Audit Committee. In 2016, the Audit Committee also consists of Olli-Pekka Kallasvuo and Timo Kokkila. Of the members, Minna Alitalo and Olli-Pekka Kallasvuo are independent of the Company and its major shareholders. Timo Kokkila is a major shareholder and is not independent of the Company.

The Audit Committee met four times during 2015. Attendance at meetings was 100%.

The Human Resources and Nomination Committee

The purpose of the HR and Nomination Committee (former Nomination and Remuneration Committee) is to enhance the work of the Board of Directors by preparing matters for decision at General Meetings and meetings of the Board. The HR and Nomination Committee prepares for presentation to the Annual General Meeting matters concerning the election and remuneration of the members and Chairman of the Board of Directors. In addition, the committee considers matters relating to the nomination and remuneration of the President and CEO and other management as well as the annual compensation schemes and long-term incentive schemes. The committee audits the activities of senior management, oversees successor planning and career planning of the personnel and management, monitors personnel satisfaction and working capacity matters and prepares human resources policy

The HR and Nomination Committee consists of 2–3 members, whom the members of the Board of Directors elect from among their number. Two members can be appointed to the committee if the Board of Directors considers this appropriate in view of the structure and number of members of the Board. 

In 2016, the chairman of the HR and Nomination Committee is Ilpo Kokkila. In 2016, the other members of the HR and Nomination Committee are Arto Hiltunen and Risto Kyhälä. Of the members, Arto Hiltunen and Risto Kyhälä are independent of the Company and its major shareholders. Ilpo Kokkila is a major shareholder and is not independent of the Company. 

The Nomination and Remuneration Committee met four times during 2015. Attendance at meetings was 100%.