Board committees

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.

Audit Committee

According to the Committee Charter the Audit Committee is responsible for the following activities:

• Monitoring and reviewing the financial statement reporting process
• Monitoring the efficiency of the Company’s internal controls, internal auditing, and risk management
• Monitoring the statutory auditing of the Company’s financial statements and consolidated financial statements
• Monitoring and evaluating the independence of the Company’s statutory Auditors and in particular the provision of non-audit services to the Company
• Monitoring the due rotation of the Auditors and related tender process and preparing the proposal concerning the election of the Company’s auditors
• Monitoring the financial statement reporting process
• Reviewing the description of the main features of the internal controls and risk management associated with the financial reporting process, which is included in the Company’s Corporate Governance Statement
• Reviewing and monitoring the main legal actions, claims and other proceedings that Fiskars Group is involved in
• Reviewing and approving the annual audit plan, budget and resources of the Company’s internal audit function and handling essential audit findings
• Reviewing the Company’s Corporate Governance Statement

The members of the Audit Committee as of March 11, 2020 include:

• Jyri Luomakoski (Chairman)
• Nathalie Ahlström
• Albert Ehrnrooth
• Louise Fromond
• Ritva Sotamaa

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.

Human Resources and Compensation Committee

According to the Committee Charter the Human Resources and Compensation Committee is responsible for:

• Preparing matters related to the appointment and compensation and other financial benefits of the President and CEO and other Group executives, as well as maintaining and preparing successor planning in respect of the President and CEO and Group executives
• Preparing matters related to the Company’s compensation system
• Evaluating the remuneration of the President and CEO and the other executives as well as ensuring that the compensation systems are appropriate
• Answering questions related to the Remuneration Statement at the General Meeting
• Dealing with matters related to Executive talent pipeline and development
• Corporate Culture alignment with the strategy
• Monitoring of compliance with laws and regulations falling within the scope of the Human Resources and Compensation Committee and making necessary proposals related to required changes in the Company’s practices and systems
• Other People and HR related topics

The following Board members belonged to the Human Resources and Compensation Committee as of March 11, 2020:

• Paul Ehrnrooth (Chairman)
• Inka Mero
• Peter Sjölander

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.

Nomination Committee

• Preparing proposals related to the composition of the Board of Directors to be presented to the General Meeting (and included in the notice of the General Meeting) after consulting major shareholders
• Evaluation of the independence and diversity of new candidates and the diversity of the Board of Directors
• Presenting the proposal relating to the composition of the Board of Directors at the General Meeting
• Preparing proposals to the General Meeting on the remuneration of members of the Board of Directors
• Preparing proposals to the Board of Directors regarding the composition of the committees of the Board of Directors
• Maintaining and preparing successor planning in respect of the Board of Directors; and
• Confirming the criteria and processes to be used for evaluating the work of the Board of Directors

The following Board members belonged to the Nomination Committee as of March 11, 2020:

• Paul Ehrnrooth (Chairman)
• Fabian Månsson
• Alexander Ehrnrooth (as an external member)

All the members of the Nomination Committee are independent of the Company.

Updated March 30, 2020