Board committees
The Board of Directors has set up two permanent committees consisting of Board members and has confirmed rules of procedure for these committees. Both committees report to the Board of Directors.
The Audit Committee comprises three Board members. See Board of Directors. The task of the Audit Committee is to deal with matters relating to financial statements, auditing work, internal controls, the scope of internal and external audits, billing by auditors, the Group's financial policies and other procedures for managing Group risks. In addition, the Audit Committee prepares a recommendation for the company's largest shareholders concerning the election of an external auditor and auditing fees. The Audit Committee met three times during 2009 and the average attendance rate was 80%.
The Nomination and Compensation Committee comprises the Chairman of the Board and three other Board members. See Board of Directors. The tasks of the Committee do not comply in all respects with the Finnish Corporate Governance Code published by the Securities Market Association in cooperation with the Confederation of Finnish Industries (EK), NASDAQ OMX Helsinki and the Central Chamber of Commerce of Finland. The task of the Nomination and Compensation Committee is to prepare proposals for the Board of Directors on appointment of the company's top management, excluding the Board of Directors, and principles regarding their compensation. The Board has authorised the Committee to determine the terms of service and benefits of Group Executive Committee members other than the company's CEO and Deputy CEO. The Nomination and Compensation Committee met three times during 2009 and the attendance rate was 100%.
To handle specific tasks, the Board of Directors can also set up temporary working groups consisting of Board members. These working groups report to the Board. No such working groups were set up in 2009.