Committees of the Board of Directors
Committees
Lassila & Tikanoja plc's Board of Directors has two Committees.
Audit Committee consists of three and Personnel and Sustainability Committee consists of three Board members.
After the end of the Annual General Meeting, the Board of Directors elects chairmen and members of the Committees from among its number for a term of one year at a time. The committee members must have the expertise and experience required by the duties of the committee.
The Board of Directors confirms the charters of the committees annually. The committees have no independent decision-making authority; the Board of Directors makes the decisions based on the preparation work by the committees. The chairman of the committee reports on the work of the committee at the Board meeting following the committee meeting.
Minutes of the committees’ meetings are provided to the Board members for information.
Audit Committee
In its first meeting after the Annual General Meeting of 21 March 2024, the Board of Directors appointed as members of the Audit Committee:
All of the members of the Audit Committee are independent of the company and its major shareholders.
The Audit Committee will convene at least four times a year.
The duties of the Audit Committee pursuant to the charter include:
- Monitoring the financial position and financing of the Group
- 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 operating principles of the company’s internal control
- 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 related-party transactions
- Reviewing the corporate responsibility programme
- Monitoring the statutory audit of the financial statements and consolidated financial statements
- Evaluating the independence of the auditing company
- Evaluating the provision of non-audit services to the company by the auditing firm
- Preparing the proposal and/or recommendation concerning the auditor of the company
- Maintaining contact with the company’s auditor and reviewing the reports prepared for the committee by the auditor
- Assessment of compliance with laws and provisions.
- Reviewing and monitoring the development of sustainability performance and sustainaiblity reporting
The Audit Committee met five times in 2023. The attendance rate of the members at the meetings was 100 percent.
Personnel and Sustainability Committee
In its first meeting after the Annual General Meeting of 21 March 2024, the Board of Directors appointed as members of the Personnel and Sustainability Committee:
- Jukka Leinonen (Chairman)
- Laura Lares
- Pasi Tolppanen
All of the members of the Personnel and Sustainability Committee are independent of the company and its major shareholders.
The Personnel and Sustainability Committee convenes at least four times a year.
The duties of the Personnel and Sustainability Committee pursuant to the charter include.
Personnel:
- Discuss, evaluate and make statements on the salary structure of the Group management and personnel as well as remuneration and incentive schemes
- Monitor the functionality of the remuneration systems to ensure that the incentive schemes promote the achievement of the company’s strategy and targets and are based on personal performance
- Discuss and prepare executive appointment issues for consideration by the Board of Directors
- Discuss and prepare matters related to the organisational structure and the development of management and human resources
- Deal with management succession plans
- Prepare the remuneration policy of the company’s governing bodies and the remuneration report
- Present the governing bodies’ remuneration policy and report to the Annual General Meeting and answer related questions.
Sustainability:
- Monitor and evaluate the sustainability development in the Group
- Monitor developments in the business environment and regulation
- Monitor and evaluate the development of occupational safety and work ability issues in the Group
- Monitor the development of stakeholder support (employee and customer experience as well as other external stakeholders)
- Monitor the results of the Group’s ESG assessments and analyses
- Monitor and evaluate the development of diversity in the workplace community.