Board committees
The Board of Directors decided in May 2007 to establish an audit committee. The audit committee surveys the auditors' work. Moreover, the committee follows the company's financial position and the appropriateness of its financial reporting. The audit committee evaluates internal audit, risk management, and has contact with auditors and evaluates their reports. The committee reports regularly to the Board. The audit committee has currently three members: Barry Rourke (committee Chairman), Paul Everard and Chris Pointon. The committee has had three meetings by 30 June 2010 with an average attendance rate of 100 %
The Board of Directors decided in May 2010 to establish a nomination committee. The nomination committee leads the process for appointments to the Board and makes recommendations in this regard to the Board. The nomination committee has currently three members: Chris Pointon (committee Chairman), Jelena Manojlovic and Terence McConnachie. The committee has had one meeting during 2010 with an average attendance rate of 100 %.
The Board of Directors decided in May 2010 to establish also a remuneration committee. The remuneration committee lead the process for remunerations to the Board and make recommendations in this regard to the Board. The remuneration committee has currently three members: Philip Baum (committee Chairman), Markku Kankaala and Jelena Manojlovic. The committee has not yet had meetings during 2010.
On July 2010 Ruukki Group Plc's Board of Directors established a Safety and Sustainable Development Committee. The committee currently has three members: Mr Paul Everard as the Chairman of the Committee, Mr Philip Baum and Mr Terence McConnachie as the members of the Committee.
The main function of the Committee is to review matters related to safety and sustainability in order to ensure that the operations of the Group are carried out in a safe and sustainable manner. The Committee will also make recommendations in this regard to the Board.
Corporate Governance Code recommendations:
Recommendation 18:
Effective discharge of the duties of the board may require that board committees are established. Generally, the committees shall have at least three members.
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Complied
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Recommendation 19:
A committee shall regularly report on its work to the board.
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Complied as follows:
Committees report to the Board regularly, at least quarterly.
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Recommendation 20:
The board shall confirm the central duties and operating principles of a committee in a written charter, the essential contents of which shall be described.
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Complied as follows:
Written charters and duties have been established to the audit committee.
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Recommendation 21:
The company shall report the number of committee meetings held during the financial period and the attendance of committee members at the meetings.
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Complied
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Recommendation 22:
The board shall appoint from among the directors the members and the chairman of the committee.
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Complied
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Recommendation 23:
The company shall describe the composition of a committee.
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Complied
The composition of the committees is announced by a stock exchange release and on the company website.
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Recommendation 24:
The company shall establish an audit committee; if the extent of the company’s business requires that a group with a more compact composition than the board deals with preparation of matters pertaining to financial reporting and control.
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Complied
The audit committee has been established and has been in operation from Q3/2007.
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Recommendation 25:
The audit committee shall comprise at least three members. The members shall have the qualifications necessary to perform the responsibilities of the audit committee, and at least one member shall have expertise specifically in accounting, bookkeeping or auditing.
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Complied
The audit committee has three members. The committee members do not have expertise in accounting, bookkeeping or auditing.
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Recommendation 26:
The members of the audit committee shall be independent of the company and at least one member shall be independent of significant shareholders.
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Complied
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Recommendation 27:
The board shall define the duties of the audit committee in the charter confirmed for the committee, based on the circumstances of the company.
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Complied
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Recommendation 28:
The board may establish a nomination committee to improve the efficient preparation of matters pertaining to the nomination and remuneration of directors.
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Complied
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Recommendation 29:
The majority of the members of the nomination committee shall be independent of the company. The managing director or other executive of the company may not be appointed to the nomination committee.
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Complied
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Recommendation 30:
The board shall define the duties of the nomination committee in the charter of the committee.
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Complied
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Recommendation 31:
The board may establish a remuneration committee to improve the efficient preparation of matters pertaining to the appointment and remuneration of the managing director and other executives of the company as well as the remuneration policy of the personnel.
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Complied
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Recommendation 32:
The majority of the members of the remuneration committee shall be independent of the company. The managing director or other executives of the company may not be appointed to the remuneration committee.
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Complied
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Recommendation 33:
The board shall define the duties of the remuneration committee in the charter of the committee.
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Complied
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