Committees for the Board of Directors

The Board of Directors has two Committees: the Audit Committee and the Human Resources Committee (previously called Personnel Committee), which both have charters ratified by the Board. The Board of Directors elects the members and Chairmen of the Committees from among its members each year in its first meeting following the annual general meeting. The committees report to the Board of Directors and  give the Board an annual summary of its actions during the financial year, including any observations made or recommendations given. The work of the Audit Committee is evaluated annually as a part of the evaluation of the Board’s operations.

The Audit Committee

Duties

The Audit Committee assists the Board of Directors in the supervision of the Group's financial reporting, internal control, risk management, internal audit and accounting. The committee has the special duty of assisting the Board in the monitoring and supervision of Group’s reporting and accounting processes
( i.e. financial statements, interim reports and monthly result reports). The committee monitors compliance with laws and regulations as well as operating instructions approved in the Group. 

Composition

Audit Committee comprises of three members of the Board each year in the first Board meeting following the Annual General Meeting of the company. The Members of the Board elected as members of the Audit Committee shall have sufficient expertise in accounting and bookkeeping as well as practices related to financial statements.

The members of the Audit Committee shall be independent of the Company as required by the Finnish Corporate Governance Code, and at least one of the members shall be independent of significant shareholders as required by the Finnish Corporate Governance Code. The Group’s CFO shall act as the secretary of the Audit Committee. The Committee is assisted by internal audit, which reports directly to it. If necessary, the Audit Committee shall invite the auditor and members of the management to its meetings, and it may also use other experts.

The Audit Committee shall meet at least four times a year; before the approval of financial statements and interim reports in the meeting of the Board.

Human Resources Committee 

Duties

The name of the committee was changed as of March 17, 2014 from Personnel Committee to Human Resources Committees. The duties of this committee remained unchanged.

The task of the Human Resources Committee is to assist the Board in matters related to the nomination and remuneration of key personnel such as President and CEO and other members of management.

In addition, the Committee shall evaluate, monitor and guide the situation and development of staff issues which are important in terms of corporate culture and strategy.

In particular, the Committee shall prepare a proposal for the appointment of directors and their remunerations to be presented to the general meeting. In addition, the Human Resources Committee shall assist the Board in matters related to the development of the Group’s corporate culture and personnel policy, competitiveness, principles, structure and allocation of the salary and incentives system, performance incentive rules and performance incentives to the management, identification and development of the talents of key personnel; and successor planning of the management.

Composition

The Committee shall have no more than 5 members. The Board shall appoint one of the Committee members as its Chairman. The Committee shall invite a secretary for the Committee.

TheCommittee shall follow a meeting practice and schedule agreed in advance on an annual basis, but additional meetings may also be called by the Chairman when necessary. 

The Members of Board elected as members of the Human Resources Committee shall have sufficient expertise in the business operations of the Caverion Group and its fields of business as well as in matters related to remunerations.The majority of the members of the Committee shall be independent of the Company as required by the Finnish Corporate Governance Code for members of the Remuneration Committee.

When the Human Resources Committee is preparing proposals to the general meeting concerning the appointment and remunerations of directors, it shall take into account that the majority members of the Board shall be independent of the company as required in the Finnish Corporate Governance Code, and that at least two members of the above majority are independent of major stockholders of the company. If necessary, the Committee shall invite members of the management to its meetings, and it may also use other experts.