Board Committees

Board Committees

In 2016, Digia’s Board of Directors had three (3) committees: the Compensation Committee, the Audit Committee, and the Nomination Committee. At its meeting on 28 April 2016, the Board approved the 2016 rules of procedure for its committees.

These committees do not hold powers of decision or execution; their role is to assist the Board in decision-making concerning their areas of expertise. The committees report regularly on their work to the Board, which has decision-making and collegial responsibility over their actions.

Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in ensuring that the company's financial reporting, accounting methods, financial statements and any other financial information provided by the company comply with legislation and are balanced, transparent and clear. In 2016, the Audit Committee consisted of Pertti Kyttälä (Chairman), Seppo Ruotsalainen, Martti Ala-Härkönen, Leena Saarinen (until 16 March 2016) and Tommi Uhari (until 16 March 2016). The committee convened four times during the year with full attendance. The table below shows members’ attendance at meetings.

Compensation Committee

Digia's Compensation Committee is tasked with preparing and following management remuneration schemes in order to ensure that the company's targets are met, that the objectivity of decision-making is maintained, and that the schemes are transparent and systematic. In the 2016 financial year, the Compensation Committee comprised Päivi Hokkanen (Chair), Robert Ingman, Martti Ala-Härkönen, Leena Saarinen (until 16 March 2016) and Kai Öistämö (until 16 March 2016). The committee convened eight times during the year with full attendance. The table below shows members’ attendance rate at meetings.

Nomination Committee

The Nomination Committee prepares proposals for the Annual General Meeting on (a) the number of members of the Board of Directors, (b) the members of the Board of Directors, (c) the remuneration for the Chair, Vice Chair and members of the Board of Directors, and (d) the remuneration for the Chair and members of the committees of the Board of Directors. In 2016, the Nomination Committee consisted of Robert Ingman (Chair), Pertti Kyttälä, Seppo Ruotsalainen and Tommi Uhari (until 16 March 2016). The Nomination Committee convened four times during the year with full attendance. The table below shows members’ attendance at meetings.


The attendance of Board and Committee members at meetings in 2016

Name  Board
meetings
Audit
Committee
Compensation
Committee
Nomination
Committee
Martti Ala-Härkönen* 11/12 3/3 6/6 -
Päivi Hokkanen 16/16 - 8/8 -
Robert Ingman 16/16 - 8/8 4/4
Pertti Kyttälä 16/16 4/4 - 4/4
Seppo Ruotsalainen 16/16 4/4 - 2/2
Leena Saarinen** 4/4 1/1 2/2 -
Tommi Uhari** 3/4 1/1 - 2/2
Kai Öistämö*** 3/4 - 2/2 -
* member as of 16 March 2016
** member until 16 March 2016