The Board has established an Audit Committee, which has four members, and a Personnel and Remuneration Committee, which has three members. A quorum exists when more than two members, including the Chair, are present. All members are elected from amongst the members of the Board for a one-year term. The tasks and responsibilities of each committee are defined in their charters, which are approved by the Board. The schedule and frequency of committee meetings are determined by the Chair and committee members. Committees meet at least twice a year. Each committee reports regularly on its meetings to the Board. Reports include a summary of the matters addressed and the measures undertaken. Each committee conducts an annual self-evaluation of its performance and submits a report to the Board.
Under its Charter, the Audit Committee shall consist of a minimum of three Board members that are independent of the Company and its subsidiaries and at least one of whom shall be independent of Neste’s major shareholders. Members are required to have sufficient knowledge of accounting practices and the preparation of financial statements and other qualifications that the Board deems necessary. The Audit Committee is permitted to use external consultants and experts when deemed necessary.
Starting from 5 April 2017, the Audit Committee comprises Marco Wirén (Chair), Laura Raitio, Martina Flöel and Willem Schoeber.
The responsibilities and duties of the Audit Committee are defined in detail in the Charter approved by the Board and cover the following main areas:
- monitoring the Company’s financial statement reporting process, and, as appropriate, interim reports
- supervising the financial reporting process
- monitoring the efficiency of the Company’s internal control, internal audit, and risk management systems
- monitoring the most material risks of the Company and ensuring the
- proper management of the risks and risk management processes of the Company
- reviewing ICT structure
- reviewing the Company’s Corporate Governance Statement, which includes a description of the main features of the internal control and the risk management systems pertaining to the financial reporting process
- monitoring the statutory audit of the Financial Statements and Consolidated Financial Statements
- evaluating the independence of the Company’s Statutory Auditor, particularly the provision of related services to the company to be audited
- preparing the proposal or recommendation for resolution on the election of the Statutory Auditor
- reviewing all the material reports produced by the Statutory Auditor addressed to the Company or its subsidiaries
- evaluating the processes to ensure the Company’s compliance with laws and regulations
- approving internal audit policy and reviewing the annual plan for Internal Audit and internal audit reports, and monitoring the Company’s financial and credit position.
Personnel and Remuneration Committee
The Personnel and Remuneration Committee consists of the Chair of the Board and at least two non-executive members of the Board.
Starting from 5 April 2017, the Personnel and Remuneration Committee comprises Jorma Eloranta (Chair), Heike van de Kerkhof, Matti Kähkönen and Jean-Baptiste Renard.
- Developing and monitoring effective remuneration policies that are line with the value creation for shareholders and with the overall external remuneration market. Making proposals to the Board on compensation and incentive systems for key personnel.
- Evaluating the appropriate performance management, succession planning and talent development processes and programs. Preparing and proposing to the Board the appointments of the President & CEO and the members of the Neste Executive Board, and the terms and conditions of their employment, and
- Monitoring and evaluating the performance of the President & CEO and the members of the Neste Executive Board. Evaluation of the human resources strategy to ensure that appropriately talented and trained people are available to achieve the business strategy.
More information about the work of Personnel and Remuneration Committee's during 2016 can be found in the annual report.