Members of the Audit Committee: Anne Leskelä (Chair), Mammu Kaario and Harri Sjöholm.
AUDIT COMMITTEE’S RULES OF PROCEDURE
1. THE COMPOSITION OF THE COMMITTEE
The company’s board of directors appoints the audit committee’s chair and members. The audit committee comprises of three board members, of which majority must be independent of the company and at least one board member must be independent of the company’s key shareholders. At least one of the audit committee’s member must be an independent person having expertise in particular in the field of accounting, bookkeeping or auditing.
The members’ term is one year and the term will expire at the end of the following ordinary general meeting.
2. THE DUTIES OF THE COMMITTEE
Robit Plc’s board of directors specifies the audit committee’s duties and composition. The audit committee’s duty is to assist the board of directors by making preparations related to the duties belonging to the board of directors. The audit committee has no independent power of decision. The audit committee is responsible for attending to the duties given by the board of directors. The audit committee provides regular work reports to the board of directors.
The audit committee makes preparations in terms of matters related financial reporting, risk management, financial statements and interim reports, auditors, internal audits, taxation and compliance with laws and regulations. The audit committee’s special duty is to fulfil the board of director’s obligation to supervise the operations related to bookkeeping and financial reporting carried out by the company’s management.
In this duty, the audit committee has the right to go through all issues related to its operating area, and it has the right to receive all information concerning the company’s operations and personnel, and it also has the right to seek external expertise in order to fulfill its duties.
The audit committee’s duties are to:
- monitor the financial statement reporting process;
- supervise the financial reporting process;
- monitor the effectiveness of the company’s internal supervision, any internal audits and risk management systems;
- monitor and evaluate, how the agreements and other legal acts made between the company and its related entities comply with the requirements of common actions and market terms;
- handle the main descriptions of the internal monitoring and risk management systems included in the report on financial reporting process issued by the company with regard to its administration and monitoring system;
- handle the accounts not related to financial information;
- monitor the statutory audits of financial statements and consolidated financial statements;
- evaluate the independence of statutory auditors or audit firms in particular in relation to providing additional services to the firm being audited;
- prepare the proposal for resolution concerning the selection of auditors and remuneration to the board of directors for the general meeting;
- monitor and make preparations with regard to the company’s tax position and strategy;
- monitor and make preparations with regard to the company’s risk management, including operational risks; and
- other duties separately specified by the board of directors.
3. COMMITTEE MEETINGS
The audit committee convenes at least four times annually. The chair convenes the audit committee. The audit committee’s meeting constitutes a quorum where the chair and at least one member are present.
The audit committee prepares an annual meeting schedule that contains the key issues to be addressed.
Meeting materials will be submitted three days before the meeting.
Minutes will be kept for the audit committee’s meetings, signed by the chair and secretary. These minutes will be delivered to all board members. In addition, the audit committee’s chair shall separately report to the board of directors in terms of the key issues addressed by the audit committee.
In addition to the audit committee’s members, the company’s CFO regularly, and CEO when necessary, and external auditors optionally, attend the audit committee meetings. CFO acts as the secretary. In addition, the audit committee’s members may held meetings with external auditors without that the company’s current management is present at these meetings.
4. REMUNERATION FOR SERVING ON THE COMMITTEE
A fee determined by the general meeting will be paid to the members of the committee.
5. INFORMATION THAT WILL BE PUBLISHED ABOUT THE COMMITTEE
The company will publish the names of the members of the committee, the number of meetings held by the committee during the financial year and the average number of times each member (personally) participated in the said meetings in addition to providing a summary of the main facets of the committee’s rules of procedure in its annual report and on its website.
6. EVALUATION OF THE COMMITTEE’S WORK
The audit committee annually evaluates its work by means of an internal self-evaluation, which results the chair of the audit committee reports to the board of directors.