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The Committees assist the Board by preparing matters falling within the competence of the Board. The Board remains responsible for the duties assigned to a Committee. The Committees have no autonomous decision-making power, and thus the Board makes the decisions within its competence collectively. The Board has confirmed written charters for the Committees that lay down their key duties and operating principles. The Committees regularly report on their work to the Board. The reports include a summary of the matters addressed and measures taken by the Committee.
In the constitutive meeting of the Board held after the Annual General Meeting 2019, the Board decided to continue with the following three Board Committees: an Audit Committee, a Human Resources and Compensation Committee, and a Nomination Committee. The Board of Directors elected among the board members the members and the Chairmen of the Committees, except for the Nomination Committee, for which one external Committee member, Alexander Ehrnrooth, was elected. Thereby the Company has departed from the Recommendation 15 of the Finnish Corporate Governance Code, which provides that committee members and chairman shall be appointed from among the board members. While majority of the Nomination Committee members consist of the board members, the external member was viewed to bring further insight on the Committee work in terms of expectation and views by the Company’s significant shareholders and also in terms of the Company after serving as a Board member of the Company for more than ten years.
The Company’s General Meeting did not establish any committees. To handle specific tasks, the Board of Directors can also set up a temporary working group consisting of Board members and reporting to the Board of Directors. In 2019 the Board did not set up any such temporary working groups.
According to the Committee Charter the Audit Committee is responsible for the following activities:
The members of the Audit Committee as of March 11, 2020 include:
All the members of the Audit Committee are independent of the Company and the majority of them are also independent of the Company’s significant shareholders.
Nathalie Ahlström, who served as a member of the Board as of March 11, 2020, was appointed President and CEO of Fiskars Corporation on July 10, 2020. She assumed her duties as the President and CEO on November 30, 2020. At the same time, she stepped down from the Fiskars Board of Directors and its Audit Committee.
According to the Committee Charter the Human Resources and Compensation Committee is responsible for:
The following Board members belonged to the Human Resources and Compensation Committee as of March 11, 2020:
All the members of the Human Resources and Compensation Committee are independent of the Company and the majority of them are also independent of the Company’s significant shareholders.
The following Board members belonged to the Nomination Committee as of March 11, 2020:
All the members of the Nomination Committee are independent of the Company.
Updated November 30, 2020