The Board decides on the establishment of committees. It also verifies the key tasks of each committee and the policies in the written charter. A committee must regularly report to the Board of its work.
The Board has one committee, the Remuneration Committee. The Remuneration Committee operates under its charter and its main responsibility is to prepare the remuneration policy and the decisions of the Board relating to the remuneration of key employees of the Group. The Committee follows the implementation of the remuneration policy. The Committee’s other tasks include reviewing and making recommendations with respect to the terms of employment of the President and Chief Executive Officer and reviewing the remuneration packages of the Executive Committee members and some other senior managers.
In 2022, the Committee (Marc Speeckaert, Louis d’Alançon and the Chair Emmanuel Viellard) assembled once on February 10, 2022. The attendance rate was 100%.
In 2023, the Remuneration Committee consists of Emmanuel Viellard (the Chair), Louis d’Alançon and Jorma Kasslin. Except for Emmanuel Viellard, the members are independent of the company and of significant shareholders. Committee members’ appointments run concurrently with a Director’s term as a member of the Board.
The scale of the business of the corporation does not require the matters relating to the financial reporting and control to be prepared in a smaller assembly than the Board of Directors. Therefore the Board has not established a separate Audit Committee, but the entire Board is responsible for the tasks of an Audit Committee such as the control of the financial reporting, the external accounting, the internal control and the risk management issues. Of the six Board members, at least three have the necessary financial expertise to assume these duties. The Board is regularly in contact with the auditors of the corporation.
The Board has not appointed a Nomination Committee due to the size of the Group and the significant shareholding represented by the current members of the Board. Nomination issues are managed by the Board. Neither has the General Meeting erected a Shareholders’ Nomination Committee for the preparation of the Board election and remuneration.