The Board may establish specific committees to assist the Board in the preparation and performance of the Board duties and responsibilities and determine their sizes, compositions and tasks. The Board has established the following two committees: the Audit Committee and the Human Resources Committee. The Board has adopted written charters for each permanent committee setting forth purposes, composition, operations and duties of each committee as well as qualifications for committee membership and elects the members and the chairman of the committees from among its members.
In addition to the Audit Committee and Human Resources Committee, the Board may in individual cases appoint ad hoc committees for the preparation of specific matters. Such ad-hoc committees do not have Board-approved charters and the Board does not release information on their term, composition, number of meetings or the members’ attendance rates.
The Board committees do not have independent decision-making authority in matters within the competence of the Board, but it assists the Board by preparing such matters. The Board committees shall regularly report on their work to the Board.
The Audit Committee shall have a minimum of three members. The majority of the Committee members must be independent of the Company, and at least one must be independent of the Company’s significant shareholders.
The Committee as a whole must have the expertise and experience required for the performance of the duties and responsibilities of the Committee. Without limiting the applicable requirements, desirable qualifications for Committee members include appropriate understanding of accounting practices and financial reporting gained through education or experience in performing or overseeing related functions. At least one Committee member must have competence in accounting or auditing and the Committee members as a whole must have competence relevant to one or several of the sectors in which the Company operates.
According to its Charter, the Audit Committee assists the Board in fulfilling its oversight responsibilities of the Company’s financial reporting process and in monitoring the statutory audit of the Company and assists the Board in its oversight of matters pertaining to financial reporting, internal control, internal audit and risk management, and by making proposals on such matters to the Board.
In addition, the duties of the Audit Committee include preparatory work on the decision on electing the auditor, the evaluation of the independence of the auditor, particularly the provision of related services to the Company and carrying out other tasks assigned to it by the Board. Among its other duties, the Audit Committee monitors the efficiency of the system of internal control and risk management, and the audit process.
Human Resources Committee
The Human Resources Committee shall have a minimum of three members. The majority of the Human Resources Committee members must be independent of the Company. The Committee must possess the expertise and experience required for the performance of the duties and responsibilities of the Committee. The CEO or any other person in the Company's management may not be a member of the Committee.
According to its Charter, the Human Resources Committee assists the Board by reviewing and preparing matters related to the remuneration principles of the Company, the performance and remuneration of Executive Management Team and personnel as well as executive management appointments and reviewing appropriate succession planning procedures for executive management, and by making proposals on such matters to the Board.