BOARD COMMITTEES

AUDIT COMMITTEE

Aspo Plc's Board of Directors has, on April 7, 2010, established an Audit Committee with the objective of preparing issues related to the company's financial reporting and control, among other tasks. The Audit Committee does not have independent decision-making authority, but the Board makes the decisions on the basis of preparations by the committee. The Audit Committee consists of the chairperson and at least two members, whom the Board appoints from among the Board members for one year at a time.

In 2024, the Audit Committee is chaired by Kaarina Ståhlberg and has Annika Ekman, Mikael Laine and Tatu Vehmas as members.

The tasks of the Audit Committee are:

• monitoring the financial statements reporting process
• control of the financial reporting process
• monitoring the effectiveness of internal control, internal audit and risk management systems
• review of internal audit’s plans and reports
• processing of plans and reports for the company's compliance function
• review of the description of the main principles related to the internal control and risk management systems over financial reporting process included in the company’s Corporate Governance Statement
• monitoring the statutory audit of the financial statements and consolidated financial statements
• assessing the independence of the audit firm
• assessing the auxiliary services offered by the audit firm
• preparing the decision on the election of the auditor

The Audit Committee will convene regularly at least twice a year. 
In 2023, the Audit Committee held six meetings. The attendance rate was 96%.

HUMAN RESOURCES AND REMUNERATION COMMITTEE

Aspo Plc’s Board of Directors has, on April 9, 2019, established a Human Resources and Remuneration Committee with the objective of preparing matters related to the remuneration and appointment of the CEO and other members of the company’s management and to other personnel reward schemes. The Committee does not have independent decision-making authority, but the Board makes the decisions on the basis of preparations by the committee. The Human Resources and Remuneration Committee consists of the chairperson and at least two members.

In 2023 the Human Resources and Remuneration Committee is chaired by Heikki Westerlund and has Patricia Allam, Tapio Kolunsarka and Tatu Vehmas as members.

The tasks of the Human Resources and Remuneration Committee are:

• to prepare the appointment of the CEO and other members of the management, and to identify their successors;
• to prepare the salaries and other financial benefits of the CEO and other members of the management;
• to prepare matters related to the company’s reward schemes;
• to assess the remuneration paid to the CEO and other members of the management, and to ensure that reward schemes are purposeful;
• to assess programs and other incentive schemes that are based on shares or special rights entitling their holder to shares and present recommendations about them to the Board of Directors;
• to plan the remuneration of other personnel and the development of the organization;
• to prepare the remuneration report
• to respond to questions related to the remuneration statement at the Annual Shareholders’ Meeting; and
• to recommend an advisor for the company’s Board of Directors, if required, and prepare a proposal for fees paid to specialists.

The Human Resources and Remuneration Committee will convene regularly at least three times a year. In 2023, the committee held four meetings. The attendance rate was 100%.