The Audit and Risk Committee assists the Board of Directors in matters relating to financial reporting and control in accordance with the duties set forth the Corporate Governance Code 2020. The Board of Directors regularly determines the role and duties of the Audit and Risk Committee in a written charter. In accordance with the committee charter, the committee monitors Fortum’s financial statements reporting process, the efficiency of the internal controls, and risk management systems and also monitors and assesses legal compliance and business ethics compliance. The committee approves the internal audit charter and the internal audit plan and its budget. The committee evaluates the independence of the external auditors, reviews the external auditor’s audit plan and meets with them regularly to discuss the audit plan, audit reports and findings.
Pursuant to the Corporate Governance Code 2020, the members of the Audit and Risk Committee shall have the qualifications necessary to perform the responsibilities of the committee, and at least one of the members shall have expertise specifically in accounting, bookkeeping or auditing. The members shall be independent of the company, and at least one member shall be independent of the company’s significant shareholders.
The external auditors, Chief Financial Officer, Head of Internal Audit, Head of Accounting&Reporting, and General Counsel as secretary to the committee, attend the committee meetings on a regular basis. Other senior executives attend the meetings as invited by the committee.
The main duties of the Audit and Risk Committee include:
- Monitoring the financial position of the company
- Monitoring and assessing the financing and reporting system
- Monitoring the reporting process of financial statements
- Monitoring the statutory audit of the financial statements and consolidated financial statements
- Preparing for the Board of Directors the proposal for resolution on the election of the auditor
- Monitoring and evaluating the independence of the statutory auditor and, in particular, the offering of services other than auditing services by the auditor
- Monitoring and assessing the efficiency of the company’s internal control, internal audit, compliance and risk management systems
- Reviewing the description of the main features of the internal control and risk management systems in relation to the financial reporting process, which is included in the Company’s Corporate Governance Statement
- Reviewing annually the Group Risk Policy, material risks, including climate related risks, and uncertainties
- Monitoring material risks and uncertainties, including but not limited to climate, financial, funding, IT-security related risks as well as tax risks and principles
- Approving the internal audit charter, the annual audit plan, the budget of the internal audit function and reviewing the internal audit reports
- Monitoring and assessing legal compliance and business ethics compliance
- Establishment of principles concerning the monitoring and assessment of related party transactions
- Monitoring and assessing how agreements and other legal acts between the company and its related parties meet the requirements of the ordinary course of business and arm’s-length terms
Audit and Risk Committee in 2022
After the Annual General Meeting 2022, the Board of Directors elected from amongst its members Essimari Kairisto as Chair and Teppo Paavola, Philipp Rösler, Annette Stube, and Ralf Christian as members.
Audit and Risk Committee in 2021
After the Annual General Meeting 2021, the Board of Directors elected from amongst its members Essimari Kairisto as the Chair and Teppo Paavola, Philipp Rösler and Annette Stube as members of the Audit and Risk Committee. Until the Annual General Meeting, the committee comprised Essimari Kairisto (Chair), Teppo Paavola, Veli-Matti Reinikkala, Philipp Rösler, and Annette Stube. The members are all independent of the company and of its significant shareholders. The Audit and Risk Committee convened 8 times in 2021 and the attendance rate was 100%.