The Audit Committee assists the Board in fulfilling its oversight responsibilities for matters pertaining to financial reporting and control, risk management, external audit and internal audit, in accordance with the Charter approved by the Board, the Finnish Corporate Governance Code as well as applicable laws and regulations.
The Audit Committee e.g. reviews the Interim Reports and Half-Year Report, discusses enterprise risk analyses including identified risks and mitigation plans, monitors the principles concerning the monitoring and assessment of related party transactions, prepares the appointment, monitors and evaluates the independence of the company’s auditor, and approves the internal audit plan including a follow up of its progress. The Audit Committee also reviews the Corporate Governance Statement and the Group’s nonfinancial reporting.
In 2024, the Audit Committee placed a strong focus on CSRD (Corporate Social Responsibility Directive) matters, in addition to its regular duties and repeating agenda items. This included the introduction of a new Sustainability Policy. The Committee also reviewed the results of the CSRD double materiality assessment (DMA) and received regular general updates on CSRD. Additionally, a deep dive session into the CSRD double materiality was conducted.
In addition to members of the Audit Committee, the Group’s President and CEO, CFO and people responsible for topics on the Audit Committee’s agenda, participate in meetings presenting their corresponding agenda items to the Committee. Also, the Internal Auditor participates in the Audit Committee meetings. The Auditor in Charge and Sustainability Auditor is also present at the meetings and gives updates on auditing work conducted in between the meetings.
In accordance with its Charter, the Audit Committee consists of the Chair of the Committee and at least two, and at most four members, appointed annually by the Board among its members. Members of the Committee shall be independent of the Company, and at least one member shall also be independent of significant shareholders. As required by law, at least one member of the Audit Committee must have expertise in accounting or auditing. The Committee meets at least four times a year.
From the date of the 2024 AGM, the Audit Committee comprised Rolf Grisebach (Chair), Klaus Cawén, Mika Ihamuotila and Sebastian Langenskiöld. All members of the Committee are independent of the Company and of significant shareholders of the Company. Majority of the members are financial experts based on their educational or occupational backgrounds. In addition, there is sustainability competence represented in the Committee. The Audit Committee convened seven times in 2024, with an average attendance rate of 93%.
Members' attendance at Audit Committee meetings 2024
Board member |
# of meetings attended |
Attendance rate, % |
Rolf Grisebach (Chair as of 17 April 2024) |
5/5 |
100 |
Klaus Cawén (member as of 17 April 2024) |
5/5 |
100 |
Mika Ihamuotila |
5/7 |
71 |
Sebastian Langenskiöld |
7/7 |
100 |
Nils Ittonen (member until 17 April 2024) |
2/2 |
100 |
Denise Koopmans (Chair until 17 April 2024) |
2/2 |
100 |