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Committees

​The Board of Directors has two permanent committees: an Audit Committee and a Remunerations and HR Committee. The members of the Committees are appointed annually from among the members of the Board of Directors in accordance with the charter of the respective Committee. The Board of Directors may establish Committees for duties assigned by the Board. The Board of Directors confirm the charter for the Committees. The Committees assist the Board of Directors by preparing matters that are within the scope of responsibilities of the Board. The Committees are not decision-making or executive organs; instead, the Board of Directors is responsible for the tasks it has assigned to the Committees, unless it has been stated otherwise in the Committees’ rules. The Committees keep minutes of their meetings; the minutes are available to the members of the Board of Directors. The Secretary of the Board of Directors acts as the secretary of the Committees.

The Audit Com​mittee

The Audit Committee assists the Board of Directors in supervising the company’s accounting and asset management, risk management as well as in organizing external and internal audit. The Audit Committee manages its tasks in accordance with the rules approved by the Board of Directors, the Securities Market Association’s Finnish Corporate Governance Code and the applicable laws and regulations.

The Audit Committee comprises three members, appointed annually by the Board of Directors. The members of the Committee must be independent of the Company and at least one member must also be independent of significant shareholders of the Company. The Committee convenes at least five times a year. The President and CEO and the Chief Financial Officer also attend the Committee meetings. The other responsible Vaisala employees attend the Committee meetings as required on the invitation of the Committee. 

The Audit Committee deals with the following key issues
  • To supervise the financial reporting and the forecast processes,
  • To accept Vaisala accounting and calculation principles, as well as their changes,
  • To handle the interim reports, the financial statement release and financial statements,
  • To assess compliance with laws and regulations,
  • To review the Corporate Governance Statement,
  • To approve the goodwill testing,
  • To approve the essential management's estimates included in the financial statements and interim reports,
  • To monitor the efficiency of the company's internal control, risk management and quality auditing,
  • To approve the audit plan and its cost estimate,
  • To approve the internal auditing plan and cost estimate,
  • To approve the company's treasury policy and to monitor its financing position,
  • To monitor the company's tax situation,
  • To monitor the audit,
  • To monitor the internal audit,
  • To evaluate the independence of the statutory auditor or audit firm, particularly in relation to the provision of additional services to the Company,
  • To prepare a decision proposal on the election of the auditor, and
  • To monitor the Company's Code of Conduct.​

Member​s of the Audit Committee​

  • Kaarina Ståhlberg, Chairman
  • Petra Lundström, member 
  • Mikko Niinivaara, member​

The R​emuneration and HR Committee

The Remuneration and HR Committee is responsible for preparing human resources matters pertaining to the compensation of the President and CEO, and the members of the Management Group, evaluation of the performance of the President and CEO and the members of the Management Group, Group compensation policies and practices.

The Remuneration and HR Committee deals with the following key issues
  • To prepare remuneration and other financial benefits of the President and CEO,
  • To prepare remuneration and other financial benefits of the management,
  • To prepare the matters relating to the company's bonus plans,
  • To evaluate the remuneration of the President and CEO and other management and to ensure the appropriateness of the bonus plans,
  • To monitor the development of the employees, and
  • To monitor employee well-being, health and development of security.
The Remuneration and HR Committee comprises three members, appointed annually by the Board of Directors. The majority of the members of the Committee must be independent of the Company. The Committee convenes at least two times a year. President and CEO, Senior Vice President, Human resources and the Chief Financial Officer also attend the Committee meetings, except when the agenda includes items relating to them. The other responsible Vaisala employees attend the Committee meetings as required on the invitation of the Committee. 

Members of the Remuneration and HR Commi​​ttee

  • ​Raimo Voipio, Chairman​
  • Yrjö Neuvo, member
  • Mikko Niinivaara, member 
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