Committees

The Board elects members to an Audit Committee, a Remuneration Committee and/or a Nomination Committee from amongst its members each year after the AGM when needed. The committees assist the Board of Directors by preparing matters falling within the competence of the Board. The Board remains responsible for the duties assigned to the committees. The committees have no decision-making authority of their own, and the decisions within its competence are taken collectively by the Board.  Committees will not be established if the extent of the company’s business does not require it and then the Board itself performs the tasks of the respective committees.

The company’s general meeting may establish a Shareholders’ Nomination Board to prepare matters pertaining to the appointment and remuneration of the Board of Directors. The Shareholders’ Nomination Board shall consist of the company’s largest shareholders or persons appointed by the largest shareholders. The Shareholders’ Nomination Board may also include members of the Board of Directors.

Audit Committee

In its organization meeting held after the Annual General Meeting on April 26, 2022, the Board of Directors did not establish an Audit Committee; the Board itself performs the duties of the Audit Committee.

 The Board has set rules and procedures for the Audit Committee.

Shareholders’ Nomination Board

Aspocomp Group Plc’s Annual General Meeting decided on April 26, 2022 that a Shareholders’ Nomination Board will be established and adopted the Charter of the Shareholders’ Nomination Board. The Nomination Board will be established until further notice until the General Meeting decides otherwise. The Nomination Board is responsible for preparing proposals to the General Meeting, for the election and remuneration of the members of the Board of Directors.

Each of the three largest shareholders of the Company determined annually on the basis of the shareholders’ register on September 1, have a right to appoint one member to the Nomination Board. In addition, the chairman of the company’s Board of Directors shall serve as an expert member of the Nomination Board unless he or she is appointed as an ordinary member of the Board. The Board shall elect a chairman from among its members, and thereafter the Board will be convened by or her. The members of the Nomination Board shall be appointed annually, and their term shall expire at the time new members of the Board have been appointed.

The shareholders’ representatives participating in the activities of the Nomination Board will not be entitled to remuneration.

Tasks and duties of the Shareholders’ Nomination Board 

The tasks and duties of the Nomination Board are defined in the Charter of the Shareholders’ Nomination Board.

Responsibilities of the Nomination Board include the following:

  • preparing and presenting to the General Meeting a proposal regarding remuneration matters of the members of the Board of Directors;
  • preparing and presenting to the General Meeting a proposal regarding the number of the members of the Board of Directors in accordance with the Articles of Association;
  • preparing and presenting to the General Meeting a proposal regarding election of the members of the Board of Directors;
  • preparing and presenting to the inaugural meeting of the Board of Directors a proposal regarding election of the chairman of the Board of Director;
  • preparing and presenting to the Board of Director principles regarding diversity of the members of the Board of Directors; and
  • seeking for prospective successors for the members of the Board of Directors.