EN
Board of Directors
The Board of Directors of Kamux Corporation comprises 4−8 ordinary members, whom the general meeting elects for one term at a time, lasting until the end of the following Annual General Meeting.
As stated in the Limited Liability Companies Act, the Board of Directors shall see to the administration of the company and the appropriate organisation of its operations. The Board of Directors shall be responsible for the appropriate arrangement of the control of the company accounts and finances.
The Board of Directors has two commitees, the Audit Committee and the Personnel and Remuneration Committee. In addition, the Board may establish other committees if it finds it necessary in its constitutive meeting convening after the Annual General Meeting.
The Board has confirmed the rules of procedure, which describe the duties and activities of the Board in greater detail.
The Audit Committee
The Board of Directors appoints an Audit Committee to assist it in the performance of its supervisory duties. The Board appoints from among its members at least three members to the Committee. These members shall have the qualifications necessary to perform the responsibilities of the Audit Committee. The members of the Audit Committee shall be independent of the company and at least one member shall be independent of the company’s significant shareholders.
The Board defines the duties of the Audit Committee in the charter confirmed for the Committee. The Audit Committee monitors among other things the reporting process of financial statements and interim reports, supervises the financial reporting process, and monitors and evaluates the efficiency of the internal control, internal audit and risk management systems. Furthermore, the Committee manages the descriptions of the main features of the internal control and risk management systems pertaining to the financial reporting process, monitors the statutory audit of the financial statements and consolidated financial statements, evaluates the independence and resources of the statutory audit firm, and prepares the proposal for resolution on the election of the auditor. Moreover, other duties of the Audit Committee include e.g. reviewing the financial position and procurement processes of the company, evaluating the compliance with laws, regulations and ethical principles and monitoring the company’s credit position and taxation. The Audit Committee also reviews the company’s Corporate Governance Statements and reviews and resolves any special issues raised by the Board of Directors that fall within the competence of the Audit Committee.
The Chairman of the Audit Committee convenes the Committee four times a year. The Audit Committee reports its measures resolved upon on the Committee’s meetings regularly to the Board.
The Audit Committee Members
On April 20, 2023, in its constitutive meeting convening after the Annual General Meeting, the Board of Directors decided to appoint Mr. Harri Sivula (chairperson), Mr. Juha Kalliokoski and Ms. Jaana Viertola-Truini as members of the Audit Committee. In accordance with the assessment of the Board of Directors, Mr. Juha Kalliokoski is dependent of the Company and its major shareholders. The other members of the Audit Committee are independent of the Company and independent of significant shareholders.
Personnel and Remuneration Committee
The Board of Directors’ Personnel and Remuneration Committee acts as a preparatory body and supports the Board and the executive management in matters relating to personnel and remuneration.
The Board of Directors decides annually on the establishment of the Personnel and Remuneration Committee and appoints from among its members at least three members to the Committee. The majority of the Committee members must be independent of the company and most members must also be independent of the company’s significant shareholders. Neither the CEO nor any other member of the company’s management may be a member of the Committee. When carrying out its duties, the Committee shall act independently in relation to the operative management of the company.
The duties of the Personnel and Remuneration Committee are defined in the Rules of Procedure adopted by the Board of Directors. The main duty of the Committee is to handle the remuneration and appointment of CEO and other members of the management team, and the company’s policies regarding remuneration. Another area of focus for the Committee is to develop the company’s overall intellectual capital and organizational capability, as well as successor planning of the company’s key personnel. The Committee is also responsible for the preparation of the company’s remuneration policy and report and for their presentation in the General Meeting. The Committee carries out other duties as well, such as duties related to the evaluation of personnel policy and practices.
The Chairman of the Personnel and Remuneration Committee convenes the Committee at least three times a year. The Committee regularly reports to be Board on the actions decided at the Committee’s meetings.
Members of the Personnel and Remuneration Committee
On April 20, 2023 in its constitutive meeting convening after the Annual General Meeting, the Board of Directors decided to appoint Ms. Reija Laaksonen (chairperson), Mr. Juha Kalliokoski and Mr. Antti Mäkelä as members of the Personnel and Remuneration Committee. In accordance with the assessment of the Board of Directors, Mr. Juha Kalliokoski is dependent of the Company and its major shareholders. The other members of the Personnel and Remuneration Committee are independent of the Company and its significant shareholders.
