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Board Committees

Board committees provide assistance to the Board of Directors, preparing matters for which the Board is responsible. The Board of Directors appoints an Audit Committee and a Nomination and Compensation Committee from among its members. Every year after the Annual General Meeting, the Board of Directors appoints each committee’s Chair and members. The Board of Directors and its committees can also seek assistance from external advisors.

Final decisions concerning matters related to the tasks of the committees are made by the Board of Directors on the basis of committee proposals, excluding proposals made directly to the General Meeting by the Nomination and Compensation Committee.

See also

Audit Committee

The role of the Audit Committee is to assist the Board of Directors in ensuring the accuracy, balance, transparency and clarity of the Company's financial reporting, accounting methods, financial statements, and other financial information as well as sustainability reporting disclosed by the Company.

The Audit Committee regularly reviews the internal control and governance systems and monitors the progress of the reporting of financial and sustainability risks and the financial and sustainability audit. The Audit Committee assesses the effectiveness and scope of internal audit, the Company’s risk management, key risk areas and compliance with laws and regulations. It assesses the independence of the auditor and audit firm and makes a recommendation to the Board of Directors on the election of the Company's auditor. The Audit Committee also reviews the internal audit's half-yearly action plans and reports on significant audits.

The Audit Committee consists of four Board members who are independent of the Company and its significant shareholders. Since the Annual General Meeting of 2026, Raija-Leena Hankonen-Nybom has been Chair of the Audit Committee with Leena Craelius, Mari Kiviniemi and Mikko Mäkimattila as members. Three members are independent of the Company and its significant shareholders.

The members of the committee must have sufficient expertise in accounting and financial reporting. The Audit Committee meets regularly, at least four times a year. In connection with its meetings, the committee shall consult the Company's auditor. The Chair of the committee shall report to the Board of Directors on each meeting of the Audit Committee. The duties and responsibilities of the Audit Committee are set in its charter, which is approved by the Board of Directors.

The Company's auditor, the CEO and CFO, as well as other management representatives and external advisors are also represented at the Audit Committee meetings when invited by the committee.

The Audit Committee convened five times in 2025. All the members attended all the meetings (96% in 2024 and 92% in 2023).

Nomination and HR Committee

The task of the Nomination and HR Committee is to assist the Board of Directors in matters related to the appointment and compensation of the Company's CEO, a possible Deputy CEO and the senior management and prepare matters related to the reward schemes for management and employees. In addition, the committee prepares for the Annual General Meeting a proposal on the number of Board members, Board composition and Board member compensation. The committee also recommends, prepares and proposes to the Board the CEO’s (and a Deputy CEO’s) nomination, salary and compensation, and further evaluates and provides the Board and the CEO with recommendations concerning management rewards and compensation systems.

The committee consists of four Board members. It convenes on a regular basis at least four times a year. The committee Chair presents the proposals issued by the committee to the Board. The tasks and responsibilities of the Nomination and Compensation Committee have been specified in the committee’s working order which the Board approves.

Since the Annual General Meeting of 2026, Jussi Vanhanen has been Chair of the Committee with Elina Björklund, Jussi Linnaranta and Jukka Moisio as members.

The Nomination and Compensation Committee convened seven times during 2025. All members attended all meetings (100% attendance also in 2024 and 2023 as well).

Strategy Committee

The Strategy committee’s primary task is to assist the Board of Directors in identifying and evaluating strategic development opportunities for the Company in order to improve its competitive position, as well as in the preparation and monitoring of strategic initiatives related thereto.

The Strategy committee is not a decision-making body but instead prepares matters under its remit that are decided by the Board of Directors. The Board of Directors can separately authorise the Strategy committee to decide specific matters within the authorisation granted by the Board of Directors.

To fulfil the purpose of the Strategy committee, the Strategy committee shall, inter alia:

  1. identify, evaluate and monitor strategic development opportunities that may enhance the Company’s competitive position;
  2. assess market trends, competitive dynamics and industry developments relevant to the Company's strategic positioning;
  3. review and evaluate strategic proposals and business cases prepared by the Company's management, and make recommendations thereon to the Board of Directors;
  4. monitor the implementation and progress of approved strategic initiatives and report thereon to the Board of Directors.

Since the Annual General Meeting of 2026, Jussi Vanhanen has been Chair of the Committee with Jussi Linnaranta, Jukka Moisio and Daniel Peltonen as members.