Sitowise has three committees appointed by the Board of Directors: the Audit Committee, the Nomination Committee and the Personnel Committee. The Committees have no independent decision-making authority but their purpose is to present issues within their remit to the Board of Directors and the General Meeting for a decision. The Committees report regularly to the Board of Directors. 

Audit Committee

The Board of Directors has confirmed the Audit Committee’s key duties and operating principles in the Charter of the Audit Committee. The Audit Committee consists of three to four members. The majority of the members of the Audit Committee must be independent of the Company, and at least one of the members must be independent of the major shareholders of the Company. 

The Audit Committee reports to the Board of Directors. Members of the Audit Committee shall have the relevant expertise and experience required for the performance of the duties of the Audit Committee and the mandatory tasks relating to auditing. At least one of the members shall have expertise in accounting or auditing, and the members of the Committee as a whole shall have relevant expertise relating to the Company’s business operations. 

The Audit Committee is responsible for ensuring the appropriate arrangement of the governance, controls and risk management according to the Companies Act and to provide the Board with quarterly reports on those matters. In particular, it is the responsibility of the Audit Committee to prepare matters relating to monitoring and reviewing the Company’s financial reporting processes, internal controls, internal audit, and the efficiency of risk management and how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm’s length terms. In addition, the Audit Committee prepares matters relating to the Company’s audit, the appointment of the auditor, the independence of the Company’s auditor and that the auditor’s non-audit services are compatible with the auditor’s independence.
The members of the Audit Committee are: Tomi Terho (Chairman), Taina Kyllönen and Mirel Haltia-Leino.

Nomination Committee

The Board of Directors has confirmed the Nomination Committee’s key duties and operating principles in the Charter of the Nomination Committee. The Nomination Committee consists of the Chairman and at least two members of the Board of Directors which the Board of Directors shall choose from among its members after the Annual General Meeting. Majority of the members of the Nomination Committee must be independent from the Company.

The Nomination Committee is responsible for preparing proposals regarding the election and remuneration of the members of the Board of Directors for the Annual General Meeting and, when necessary, the Extraordinary General Meeting, as well as for identifying potential candidates for the Board of Directors. The Nomination Committee must ensure that the Board of Directors and its members maintain and represent sufficient expertise, knowledge, competence and diversity.

The members of the Nomination Committee are: Eero Heliövaara (Chairman), Petri Rignell and Tomi Terho.

The Personnel Committee

The Board of Directors has confirmed the Personnel Committee’s key duties and operating principles in the Charter of the Personnel Committee. The Personnel Committee consists of the Chairman and at least two members of the Board of Directors which the Board of Directors shall choose from among its members after the Annual General Meeting. Majority of the members of the Personnel Committee must be independent from the Company.

The Personnel Committee is responsible for recommending and evaluating executive nominations and compensations including CEO’s, evaluating the performance of the CEO and making recommendations to the Board on compensation matters regarding the members of the management team. In addition, the Personnel Committee coordinates and prepares proposals relating to Sitowise’s corporate culture and the development of its personnel policy. The Board appoints the CEO and approves his/her compensation as well as the nomination and compensation of the other members of the management team. The Personnel Committee is also responsible for the preparation of a policy and report concerning the remuneration of the Company’s Board of Directors, CEO and possible deputy CEO.

The members of the Personnel Committee are: Eero Heliövaara (Chairman), Elina Piispanen and Leif Gustafsson.