Kemira Oyj’s Board of Directors has appointed two committees; the Audit Committee and the Compensation Committee.
The Audit Committee works in accordance with its Charter confirmed by the Board of Directors. It is tasked to assist the Board of Directors in fulfilling its oversight responsibilities for financial reporting process, the system of internal control, the audit process and Kemira’s process for monitoring compliance with laws and regulations and the Kemira Code of Conduct. The Committee reports to the Board on each meeting.
The Audit Committee consists of members independent of the Company, elected by the Board of Directors from amongst its members. After the 2013 AGM, the Board re-elected Juha Laaksonen as the Chairmanand Jari Paasikivi as a member of the Committee. Elizabeth Armstrong was a member of the Committee until the 2013 AGM. The Board considers in alignment with the explanatory section of the recommendation 22 of the Finnish Corporate Governance Code, that as the Board has only a few (5) members, the Audit Committee may consist only of two members.
The Audit Committee met 6 times in 2013 with an attendance rate of 100%.
The Compensation Committee consists of members independent of the Company, elected by the Board of Directors from amongst its members. The Board of Directors has approved a Charter for the Committee, according to which the Committee assists the Board of Directors by preparation of matters related to compensation of Managing Director, his Deputy and the members of the Management Board, by preparation of matters pertaining to the compensation systems and long-term incentive plans of the Company, by preparation of matters relating to appointment of Managing Director, his Deputy and the members of the Group Management Board. The Committee also monitors succession planning of the senior management and the senior management’s performance evaluation.
After the 2013 AGM, the Board re-elected Jukka Viinanen as the Chairman and Kerttu Tuomas and Jari Paasikivi as members of the Compensation Committee.
In 2013, the Compensation Committee met five times. The attendance rate at the meetings was 100%. The Committee reports to the Board of Directors on each meeting.