Board committees

Sitowise has four committees appointed by the Board of Directors: the Audit Committee, the Nomination Committee, the Personnel Committee, and the Acquisitions 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 Audit Committee shall consist of three to four members, including a Chairman, that are elected by the Board among its members following the Annual General Meeting. The term of office of the members is one year.

The majority of the members shall be independent of the Company and at least one member shall be independent of the significant shareholders of the Company. Members of the Audit Committee shall have relevant expertise and experience required for the performance of the duties and responsibilities 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 Audit Committee as a whole shall have relevant expertise in the Company's business operations. 

The members of the Audit Committee are: Mirel Haltia-Leino (Chairman), Taina Kyllönen and Tomi Terho.

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 Committee consists of the Chairman and at least two members, which the Board selects among its members following the Annual General Meeting. The term of office of the members is one year. 

The Nomination Committee is responsible for preparing proposals to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, for the election and remuneration of the members of the Board of Directors and for identifying potential Board member candidates. The Nomination Committee shall ensure that the Board of Directors and its members maintain and represent a sufficient level of expertise, knowledge and competence as well as diversity. When preparing its proposal concerning the composition of the Board of Directors, the Nomination Committee shall take into account also the independence requirements under the Finnish Corporate Governance Code, the results of the annual performance assessment of the Board of Directors conducted in accordance with the Finnish Corporate Governance Code, the Board diversity principles and any other applicable rules and regulations. The Nomination Committee may, at the Company's approved expense, make use of outside experts to identify and evaluate potential new candidates to the Board of Directors.

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

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 Committee consists of the Chairman and at least two members, which the Board selects among its members following the Annual General Meeting. The term of office of the members is one year. 

The Personnel Committee is responsible for recommending and evaluating executive nominations and compensations including Chief Executive Officer’s (CEO), evaluating the performance of the CEO and making recommendations to the Board on compensation matters regarding the members of the Group Management Team. The Board appoints the CEO and approves his/her compensation as well as the nomination and compensation of other members of the Group Management Team. The Personnel Committee may discuss and handle matters relating to the development of the group’s corporate culture, HR strategy and other people topics. The Personnel Committee is responsible for the preparation of a policy and report concerning the remuneration of the Company's Board of Directors, CEO and possible deputy CEO/CEO’s.

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

Acquisitions Committee

The Board of Directors has confirmed the Acquisitions Committee’s key duties and operating principles in the Charter of the Acquisition Committee. The Committee consists of the Chairman and at least two members, which the Board selects among its members following the Annual General Meeting annually. The term of office of the members is one year. The duty of the Acquisitions Committee is to assist the Board of Directors in the acquisitions strategy and in the execution thereof. The committee can support the management in reviewing  large strategic acquisitions.

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