To ensure that the issues within the
responsibility of the Board of Directors are handled as efficiently as
possible, the Company has set up an Audit and Finance Committee, an OL3
Committee, a Nuclear Safety Committee, and a Nomination and Remuneration
Committee, each assisting and reporting to the Board of Directors and
consisting of at least three members of the Board. The Board of Directors
chooses the members of the committees from among its members, appoints their
respective chairmen, and approves their charters.
In addition to the
duties laid down in their respective charters, each committee also deals with
other matters which are related to their respective fields and passed on to
them by the Board of Directors, committee members, the President and CEO or
other management.
The Board Committee members are paid a fee for
each meeting they attend.
Audit and Finance Committee
In accordance with the Limited Liability
Companies Act and its charter, the Audit and Finance Committee:
- deals
with the planning and implementation of the Company's funding and the risk management related to
financing
- deals
with matters related to financing, particularly the Company's Financial
Strategy and Policy, action plans related to financing, financing agreements,
and authorization for their implementation
- deals
with the internal accounting for the series of shares, the annual budget and
electricity charges, and issues related to the long-term budget and the balance
sheet
- deals
with the annual financial statements and the corporate governance statement
- monitors
and assesses the reporting process related to the annual financial statements
- approves
the guidelines and plans for internal auditing as well as monitors and assesses
the efficiency of internal auditing and risk management
-
monitors
the auditing process, independence of the auditor and in particular the
auditor’s offering of other than audit services, monitors the compliance of the
audit firm rotation rules, takes care of the audit bidding and selection
process as well as making a presentation on the selection to the Board of
Directors and the Annual General Meeting, approves in advance procurement of
other than audit services from the Authorised Public Accountants as well as
monitors the compliance with their premium cap.
The Chairman of the Audit and Finance Committee
in 2018 was Markus Rauramo. The other members were Esa Kaikkonen and Rami Vuola.
The Audit and Finance Committee convened 10 times in 2018. The average attendance
rate at the meetings was 90.0 percent.
OL3 Committee
In accordance with its charter, the OL3 Committee submits significant issues related to the project for decision, and, in particular, monitors, manages, and supervises:
- fulfillment of the OL3 plant delivery agreement
- progress of the claim and arbitration proceedings and implementation of the comprehensive settlement agreement.
The Committee prepares the OL3 strategy subject to the approval of the Board of Directors and monitors its implementation. The Committee also oversees risk management and the implementation and effects of TVO's and the plant supplier's economically significant commitments.
The Chairman of the OL3 Committee in 2018 was Tapio Korpeinen and the other members were Pekka Manninen, Markus Mannström, Tiina Tuomela, and Lauri Virkkunen until 31 July 2018 and Ilkka Tykkyläinen from 1 August 2018. The Committee convened 11 times in 2018. The attendance rate at the meetings was 94.5 percent.
Nuclear Safety Committee
In accordance with its charter, the Nuclear
Safety Committee:
- monitors
key issues related to nuclear safety and corporate safety culture
- deals
with the technical implementation of nuclear waste management
- deals
with the costs of nuclear waste management
- deals
with significant matters requiring decisions by Posiva Oy's Board of Directors
and, where necessary, advises the Company's representatives in Posiva Oy's
Board of Directors.
The Chairman of the
Nuclear Safety Committee in 2018 was Markus Mannström. The other members
were Anders Renvall and Tiina Tuomela. The Committee convened 5 times in 2018,
and the attendance rate at the meetings was 93.3 percent.
Nomination and Remuneration Committee
In accordance with its charter, the Nomination
and Remuneration Committee:
- deals
with proposals to be submitted to the Annual General Meeting regarding the
remuneration of members of the Board of Directors
- deals
with matters related to the appointment of the President and CEO and other
management
- in
line with the Board's policies, decides on the remuneration of the President
and CEO and other management
- in
line with the Board's policies, decides on the Company's commitment and
remuneration systems.
The Chairman of the Nomination and Remuneration
Committee was Matti Ruotsala in 2018. Tapio Korpeinen and Lauri Virkkunen acted
as members of the Committee until 31 July 2018 and Ilkka Tykkyläinen as from 1 August
2018. The Committee convened 3 times during the year. The attendance rate at
the meetings was 100.0 percent.
