The Finance and Audit Committee of the Board of Directors

The main purpose of the Board of Directors’ Finance and Audit Committee (hereinafter ‘Committee’) is to assist the Board of Directors in fulfilling its responsibilities in supervising the company’s financial reporting processes and monitoring the company’s audit, and to assist the Board of Directors in supervising matters related to financial reporting, internal control, internal audit and risk management. The Committee does not have independent decision-making power as the Board takes its decisions collectively. The Committee reports to the Board at least four times a year on the matters it has dealt with and on the action it has taken. The Committee submits proposals to the Board for decision-making when appropriate.

The Board determines the duties of the Finance and Audit Committee in the rules of procedure that it confirms. The charter will be reviewed annually at the Board’s constitutive meeting following the Annual General Meeting.

Main duties of the Committee

• to monitor and evaluate financial reporting processes;
• to monitor the quality and reliability of the financial statements and other financial reports;
• to monitor the statutory auditing of the financial statements and consolidated financial statements;
• to monitor and evaluate the efficiency of the company’s internal control, internal audit and risk management systems;
• to assess the performance of the internal audit function;
• to evaluate the competence and performance of the auditor;
• in accordance with the principles established by the company’s Board of Directors, to approve itself or authorise the Group’s Chief Financial Officer (CFO) to approve in advance all services provided by the auditor other than audit services that are not prohibited services, including the area covered by them and the estimated fees payable for them;
• to prepare a proposal concerning the election of the auditor;
• to assess compliance with laws, regulations and company policies, and supervise significant legal proceedings involving Group companies;
• to monitor the transactions and their potential conflicts of interest of the company’s management and their related parties; and
• to carry out other duties, which the Board has granted the Committee the authority to carry out. 

Composition and term of office of the Committee

At its first meeting following the Annual General Meeting, the Board of Directors will elect three of its members to the Finance and Audit Committee and appoint one of them as the Committee Chair. The term of office of the members is one year, and it will end at the close of the Annual General Meeting following their election.

The Committee consists of at least three members of the Board of Directors, who are independent of the Tokmanni Group. In addition, at least one Board member must be independent of significant shareholders. The members are required to have the necessary competence for the Committee’s area of responsibility, and at least one member must have specific expertise in accounting, bookkeeping or auditing.

The members of the Finance and Audit Committee are: Mikko Bergman, Erkki Järvinen and Harri Sivula. Erkki Järvinen acts as Chairman of the Finance and Audit Committee. All members of the Finance and Audit Committee are independent of the company and the company’s major shareholders.

The Committee convenes at least four (4) times a year. The Audit Committee is convened by the Chair. A meeting is quorate when the Chair and at least one member is present. The Audit Committee meetings are attended by the Group’s Chief Financial Officer (CFO) and, if necessary, the auditor. The CFO acts as the secretary of the meeting. The members of the Board of Directors and the CEO are entitled to attend the meetings. An internal auditor or other expert employed by Tokmanni or an external expert may also be invited to the meetings in connection with the handling of matters.

The Audit Committee shall draw up a meeting timetable for one year at a time, which includes the main items to be discussed. The Committee Chair shall report separately to the Board regarding the Committee’s key findings at least four times a year. The Audit Committee shall meet with the auditors, internal auditors and the company’s other internal experts as necessary. The Audit Committee may call on external experts as necessary.

Evaluation of the Committee’s work

The Audit Committee carry out a self-evaluation of its own work once a year. The Committee Chair then reports the results to the Board.