The committees of the Board of Directors
Valmet's Board of Directors has two permanent committees: Audit Committee and Remuneration and HR Committee. The Board of Directors elects the members of the committees from among its members at its annual assembly meeting and monitors the activities.
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 relating to Valmet’s short-term outlook
- Assesses compliance with laws and provisions and with internal instructions, as well as assesses the efficiency of internal control and risk management
- Approves the audit plans of internal and independent auditors and follows up reporting related to these plans
- Prepares for the election of independent 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.
- Pre-approves all non-audit services provided by the independent auditors
- Assesses Valmet’s financial reporting and reporting methods in collaboration with the Company’s management, internal audit and an external auditor or other external experts
- Reviews Valmet’s Corporate Governance Statement
- Approves the procurement principles for external auditing services and an external auditor’s annual auditing fees
- 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 of misconduct, fraud, and accounting and auditing issues.
Audit Committee in 2021
In its organizing meeting, the Board of Directors of Valmet Oyj elected the members of the Audit Committee from amongst its members.
The members of the Audit Committee are Eriikka Söderström (Chairman), Tarja Tyni and Pekka Kemppainen.
Audit Committee in 2020
The Audit Committee comprised of Eriikka Söderström (Chairman), Tarja Tyni and Pekka Kemppainen as members.
The Audit Committee held six meetings in 2020 and the total attendance rate was 100%. All committee members were independent of the company and of the significant shareholders.
As in previous years, the Audit Committee has conducted a self-assessment survey of the Audit Committee work and performance and will utilize the survey results to further improve and develop the identified development areas and processes.
In 2020, the Audit Committee’s special focus was on the execution and progress of the new Enterprise Resource Planning (ERP) system, risk management, information security, critical project management and onboarding a new audit engagement leader.
Remuneration and HR Committee's tasks
The committee convenes at least twice a year and consists of the committee chairman and at least two members. All the members are independent of the Company. The President and CEO participates in the meetings, excluding those situations, in which the agenda item relates to him. Among other things, the Remuneration and HR Committee:
- Reviews and monitors the competitiveness of Valmet’s remuneration and incentive systems and the development of personnel related issues, such as 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 Valmet Executive Team members, based on the President and CEO’s preparations
- Decides upon the remuneration and benefits of the Valmet Executive Team members. The committee may authorize its chairman to decide upon the remuneration and benefits of these officers.
Remuneration and HR Committee in 2021
In its organizing meeting, the Board of Directors of Valmet Oyj elected the members of the Remuneration and HR Committee from amongst its members.
The members of the Remuneration and HR Committee are Mikael Mäkinen (Chairman), Aaro Cantell and Monika Maurer.
Remuneration and HR Committee in 2020
The Remuneration and HR Committee comprised of Mikael Mäkinen (Chairman), Aaro Cantell and Monika Maurer as members.
The committee had six meetings in 2020 with a total attendance rate of 100%. The committee members were independent of the company and of significant shareholders, except for Aaro Cantell, who is assessed to be independent of the Company and not-independent of a significant shareholder in accordance with the recommendation in the Corporate Governance Code.
In 2020, the Remuneration and HR Committee’s main focus was on Remuneration Policy, a new long-term incentive plan design including an Executive Team Performance share plan and a Deferred share plan for selected members of the Company’s senior management and other selected key employees, and succession planning.