The committees of the Board of Directors

Audit Committee's tasks

The Audit Committee monitors the Company’s financial reporting and prepares issues for the Board of Directors related to the monitoring of Valmet’s financial situation, financial reporting, auditing, and risk management. The Audit Committee convenes at least four times a year, consisting of members elected by the Board of Directors from among its members independent of the company. The majority of the members must be independent of the Company and at least one member shall be independent of the Company’s significant shareholders. The members of the Audit Committee must have the qualifications necessary to perform the responsibilities of the committee and at least one member must have expertise specifically in accounting, bookkeeping or auditing.

Among other things, the Audit Committee:

• Assesses Valmet’s draft financial statements and interim reports, accounting policies, accounting principles of significant or exceptional business transactions, management forecasts and statements related to Valmet’s guidance, and the short-term market outlook;
• Assesses compliance with laws and provisions and with internal instructions, as well as the efficiency of internal control and risk management;
• Approves the audit plans of internal and external auditors and follows up reporting related to these plans;
• Prepares for the election of external auditors, monitors the statutory auditing of the financial statements and consolidated financial statements, assesses and reviews the auditors’ reports with the auditors, and assesses the quality and scope of the audit. Additionally, it assesses the independence of the auditors, particularly any impact on independence arising from other services they offer to Valmet. It pre-approves all non-audit services provided by the external auditors;
• Approves the procurement principles for external auditing services and external auditor’s annual auditing fees under the guidance given by the shareholders at the Annual General Meeting;
• Assesses Valmet’s financial reporting and reporting methods in collaboration with the Company’s management, internal auditing, and an external auditor or other external experts;
• Reviews Valmet’s Corporate Governance Statement;
• Reviews the Principles for Related Party transactions; and
• Maintains procedures enabling the receipt and processing of complaints related to accounting, internal control and internal auditing, and the potential anonymous and confidential reporting by employees and third parties of misconduct, fraud, and accounting and auditing issues.

Audit Committee in 2024

The members of the Audit Committee are Anu Hämäläinen (Chair), Pekka Kemppainen, Per Lindberg and Annareetta Lumme-Timonen.

Audit Committee in 2023

The members of the Audit Committee are Eriikka Söderström (Chairman), Anu Hämäläinen and Pekka Kemppainen.

Audit Committee in 2022

The members of the Audit Committee are Eriikka Söderström (Chairman), Pekka Kemppainen and, until the Effective Date, Mikael Mäkinen, after which Anu Hämäläinen will replace Mikael Mäkinen as a member of the Audit Committee.

Remuneration and HR Committee's tasks

The Remuneration and HR Committee focuses on the development of remuneration plans for the President and CEO and the other executives, as well as the remuneration principles in general observed by the Company and in accordance with its Charter, the Remuneration and HR Committee among other things:

• Reviews and monitors the competitiveness of Valmet’s remuneration and incentive systems and the development of personnel issues such as the competence and talent development and successor planning of Valmet’s senior management;
• Evaluates the performance and compensation of the President and CEO;
• Prepares and makes proposals to the Board of Directors for the compensation and benefits of the President and CEO;
• Makes proposals to the Board of Directors for the appointment of the Executive Team members, based on the President and CEO’s preparation; and
• Decides on the remuneration and benefits of the Executive Team members;
• Reviews the Remuneration Policy and Remuneration Report

Remuneration and HR Committee in 2024

The members of the Remuneration and HR Committee are Mikael Mäkinen (Chair), Jaakko Eskola, Monika Maurer and Annika Paasikivi.

Remuneration and HR Committee in 2023

The members of the Remuneration and HR Committee are Mikael Mäkinen (Chairman), Aaro Cantell, Jaakko Eskola and Monika Maurer.

Remuneration and HR Committee in 2022

The members of the Remuneration and HR Committee are Mikael Mäkinen (Chairman), Aaro Cantell and Monika Maurer.