The Board of Directors has approved this written charter on 15 March 2012, electing from among its members Eero Hautaniemi as Chairman and Sakari Lassila and Miikka Maijala. as members of the audit committee, for the period up to the Annual General Meeting. The Board will check the agenda annually at its organisational meeting following the Annual General Meeting.
Purpose
The audit committee serves as a body to assist the Board and to prepare matters pertaining to financial reporting and control. The committee has no autonomous decision-making power, but the Board of Directors makes decisions based on the preparations made by the committee. The duties and operating principles of the audit committee are defined in this charter.
Duties
Duties of the audit committee include:
• monitoring the financial position and financing
• monitoring the reporting process of financial statements
• supervising the financial reporting process
• monitoring the efficiency of the company’s internal control, internal audit and risk management systems
• reviewing the internal control policy
• reviewing the plans and reports of the company's internal audit
• reviewing the company’s corporate governance statement including the description of the main features of internal control and risk management systems pertaining to the financial reporting process• monitoring the statutory audit of financial statements and consolidated financial statements
• evaluating the independence of the auditing company
• evaluating the provision of non-audit services to the company to be audited by the auditing company
• preparing the proposal and/or recommendation for the Auditor of the company
• maintaining contact with the company's auditor and reviewing the reports prepared to the committee by the Auditor
• assessment of compliance with laws and provisions.
Composition
The audit committee consists of the Chairman of the committee and at least two members, who all are elected by the Board of Directors from among its members for one year at a time. The mem-bers of the audit committee shall be independent of the company and at least one member shall be independent of a significant shareholder.
The members of the audit committee shall have the qualifications necessary to perform the res-ponsibilities of the audit committee, in particular, sufficient expertise in bookkeeping, accounting and practices related to financial statements.
Meetings and reporting to the Board
The audit committee meets regularly at least four times a year.
At its first meeting after the Annual General Meeting, the committee establishes a schedule includ-ing meeting dates and the topics to be considered at each meeting until the next Annual General Meeting.
President and CEO, Group Executives and Auditor may be invited by the committee at its sole dis-cretion. Matters are presented by Chief Financial Officer. Head of Legal Affairs serves as Secretary to the audit committee.
The audit committee is allowed to use external consultants and experts when necessary.
The audit committee submits the minutes of its meetings to the Board. In addition, the Chairman of the committee shall report separately to the Board on the main observations of the committee.