Composition of the Board of Directors and Board Committees as of 20 March 2024
| Board of Directors | Audit Committee |
Personnel and Remuneration Committee |
R&D Committee |
|
| Veli-Matti Mattila | Chair | Chair | ||
| Hilpi Rautelin | Vice Chair | Member | Chair | |
| Kari Jussi Aho | Member | Member | Member | |
| Maziar Mike Doustdar | Member | Member | ||
| Ari Lehtoranta | Member | Chair | ||
| Eija Ronkainen | Member | Member | Member | |
| Henrik Stenqvist | Member | Member | ||
| Karen Lykke Sørensen | Member | Member | Member |
Nomination Committee appointed on 26 April 2024
Hilpi Rautelin, Chair
Annika Ekman
Petteri Karttunen
Minna Maasilta
Veli-Matti Mattila
Seppo Salonen
Meetings of Board Committees
A breakdown of the committees met and members attended the meetings per financial year is available in the Corporate Governance Statements.
Charters of the Committees
The role of the committees, according to their charters, is limited to making proposals to the Board, without decision-making authority. The Board has confirmed a charter for each committee.
Charter of the Audit Committee
According to its charter, the Audit Committee shall comprise at least three members elected by the Board annually from among its members for the term of the Board. The members shall have sufficient expertice and experience with respect to the committee’s area of responsibility and the mandatory tasks related to auditing, and at least one member shall have expertise in accounting or auditing.
The majority of the members shall be independent of the Company, and at least one member shall be independent of significant shareholders of the Company. The qualifications and the independence of the members are assessed in accordance with the Corporate Governance Code for Finnish listed companies.
The committee shall meet at least four times per year, and it shall report regularly on its activities to the Board.
The committee concentrates particularly on assisting the Board of Directors in overseeing the company's financial and sustainability reporting and control. Its duties related to financial reporting and disclosures include e.g.,:
- monitoring and assessing the Group’s financial and sustainability reporting processes and reporting systems
- monitoring the operation and effectiveness of internal control and risk management in terms of financial reporting and sustainability reporting
- monitoring the quality and integrity of financial statements, half-year reports, interim reports, other financial reports, and sustainability reports.
The mandatory and other tasks related to auditing include e.g.,:
- preparing the appointment of the Company’s auditor and sustainability reporting assurance provider
- assisting the Board of Directors in monitoring the services provided by the auditor and sustainability reporting assurance provider
- assessing independence of the auditors and the sustainability reporting assurance provider
- monitoring and evaluating the quality and independence of the auditor’s activities and the provision of non-audit and assurance services by the auditor and sustainability reporting assurance provider.
Other duties of the Audit Committee also include e.g.,:
- monitoring the financial and tax positions of the Company
- monitoring the internal control and risk management systems, risk management processes and major risks including financial, funding, tax, and information security risks
- evaluating compliance processes concerning laws and regulations
- determining the principles for monitoring and evaluating related party transactions
- monitoring and assessing how agreements and other legal acts between the Company and its related parties meet the requirements of ordinary activities and arm’s-length terms.
Charter of the Personnel and Remuneration Committee
The Personnel and Remuneration Committee serves as a remuneration committee in accordance with the Corporate Governance Code for Finnish listed companies. According to its charter, the Personnel and Remuneration Committee shall comprise at least three members elected by the Board annually from among its members for the term of the Board. The majority of the members of the committee shall be independent of the Company in the manner described in the Corporate Governance Code. The members shall have the expertise and experience required for the duties of the committee.
The committee shall meet at least twice a year, and it shall report regularly to the Board.
The committee shall e.g. prepare and evaluate the remuneration and prepare matters related to the appointment of President and CEO of Orion Corporation and the Executive Management Board of the Orion Group, as well as succession planning. The committee shall prepare also the remuneration principles followed by the Company. The committee is also responsible for evaluating the development of the organization, as well as preparing and evaluating the remuneration principles of other personnel. The committee does not have independent decision-making power, but its role is limited to making proposals to the Board.
Charter of the R&D Committee
According to its charter, the R&D Committee shall comprise at least three members elected by the Board annually from among its members for the term of the Board. The members shall have the expertise and experience required for the duties of the committee.
The committee shall meet at least twice a year, and it shall report regularly to the Board.
The committee shall analyze, evaluate and present proposals to the Board on matters concerning research and product development at the Orion Group. The Committee presents its evaluation of research and product development activities, material partnering opportunities, and the portfolio situation to the Board.