The Board may appoint permanent or non-permanent committees. The composition, duties and working procedures of the Committees are defined by the Board in the adopted for the Committees. The Committees regularly report on their work to the Board. All Board members have the right to attend Board Committee meetings and have access to all information relating to the Board Committees’ work regardless of whether he or she is a member of the Committee in question. Ahlstrom has appointed two permanent committees; Ahlstrom Holding 3 Oy has established an Audit Committee, and Ahlstrom Oyj has established a Human Resources Committee.
The Audit Committee assists and supports the Board in its oversight of financial and regulatory matters, such as the company’s financial reporting process and internal controls over financial reporting, audit process and independence of the auditor, internal audit function, and the company’s compliance with legal and regulatory requirements. In addition, the Audit Committee monitors and regularly reviews the efficiency of the system of internal control and risk management. The Committee makes recommendations for the appointment of the external auditor and the auditor’s compensation and approves the audit plan.
The Audit Committee comprises at least three members who are independent of the company. The members of the Committee must have expertise to evaluate and oversee the company’s accounting, external audit, and internal audit functions. The members also must have understanding and experience in analyzing and evaluating the company’s financial statements, internal controls over financial reporting and application of accounting principles.
The Audit Committee meets regularly, at least four times a year. The meeting agendas are based on the annual calendar set out in the Audit Committee Charter and other matters which require the Committees attention and input. The company’s CEO, CFO and other relevant finance management attend the Committee meetings.
The auditor also attends the Audit Committee meetings. The General Counsel acts as the secretary of the Committee. External and internal audit report on their audit work in the Committee meetings. The Committee chair also meets the external and internal auditors without the management being present.
Human Resources Committee
The Human Resources Committee consists of at least three members, the majority of whom shall be Board members who are independent of the company. Representatives of the company's senior management may not be members of the Committee. According to its Charter, the Human Resources Committee assists the Board to ensure that all human capital related topics, such as ethics and values, resourcing strategy, competence and performance management as well as remuneration arrangements, support the strategic aims of the business and enable the recruitment, development, motivation and retention of key personnel while complying with regulatory and governance requirements, and satisfying the expectations of shareholders. The Committee further provides guidance in human capital related corporate social responsibility and diversity matters. The Human Resources Committee further assists the Board in the efficient preparation and handling of the matters pertaining to the appointment and dismissal of the CEO and other executives and their remuneration.