The Audit and Risk Committee assists the Board of Directors in matters relating to financial reporting and control in accordance with the duties specified for audit committees in the Finnish Corporate Governance Code. The Board of Directors regularly determines the role and duties of the Audit and Risk Committee in a written charter. The committee monitors the Group’s reporting process of financial statements and the efficiency of the internal controls, internal audit and risk management systems. In addition, the committee monitors and assesses the legal compliance and the business ethics compliance.
Pursuant to the Finnish Corporate Governance Code, 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, Corporate Controller, 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 Audit and Risk Committee carries out a self assessment of its work and 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.
Main duties of the Audit and Risk Committee
- Monitoring the financial position of the company
- Supervising the financial reporting process
- 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
- Evaluating the independence of the statutory auditor or audit firm, particularly the provision of related services to the company to be audited and pre-approval of non-audit services
- Monitoring the efficiency of the company’s internal control, internal audit, compliance and risk management systems
- Reviewing the description in the company’s Corporate Governance Statement of the main features of the internal control and risk management systems in relation to the financial reporting process
- Reviewing annually the Group risk policy, material risks including climate related risks and uncertainties
- 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 2021
After the Annual General Meeting 28 April 2021, the Board of Directors elected from amongst its members Essimari Kairisto as Chair and Teppo Paavola, Philipp Rösler and Annette Stube as members. The members are all independent of the company and of its significant shareholders. Until the Annual General Meeting, the committee comprised Essimari Kairisto (Chair), Teppo Paavola, Veli-Matti Reinikkala, Philipp Rösler, and Annette Stube.
Audit and Risk Committee in 2020
After the Annual General Meeting 2020, the Board of Directors elected from amongst its members Essimari Kairisto as the Chairman and Teppo Paavola, Veli-Matti Reinikkala, Philipp Rösler and Annette Stube as members of the Audit and Risk Committee. Until the Annual General Meeting on the committee comprised Kim Ignatius (Chairman), Essimari Kairisto, Veli-Matti Reinikkala, Marco Ryan (resigned from the Board in August 2019), and Philipp Rösler. In 2020, the committee met 10 times and the attendance rate was 98%.