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 report regularly 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 establish an Audit Committee, a Human Resources and Compensation Committee as well as 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.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 2018 the Board did not set up 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 related 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 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 13, 2019 included:

  • Jyri Luomakoski (Chairman)
  • 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. The Audit Committee convened five times in 2018 and the attendance of members at meetings was 100%. Besides its ordinary work, the Audit Committee prepared the proposal concerning the election of the Company’s Auditor and related tender process, as well as monitored the preparation to implement new IFRS standards.

Human Resources and Compensation 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 13, 2019:

  • 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. The Human Resources and Compensation Committee convened 5 times in 2018 and the attendance of members at meetings was 100%. In 2018, the Human Resources and Compensation Committee focused on the preparing for the new share-based long-term incentive plan and the appointment of certain Group leadership positions, as well as, reviewing matters related to short-term incentives.

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 13, 2019:

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

All the members of the Nomination Committee are independent of the Company. The Nomination Committee convened four times in 2018 and the attendance of members at meetings was 100%.

Updated April 3, 2019