Committees of the Board of Directors

The Board of Directors would elect the members and the chairs for the committees from among its members. Members are appointed for a term of office which expires at the closing of the next Annual General Meeting following the election. 

The committees of the Board of Directors do not have independent decision-making authority in matters within the competence of the Board of Directors, but they assist the Board of Directors by preparing such matters. The committees of the Board of Directors shall regularly report on their work to the Board of Directors. 

In addition to the aforementioned committees, the Board of Directors may appoint ad hoc committees for the preparation of specific matters. The Board of Directors does not generally approve charters for such committees and does not release information on their term, composition, the number of meetings or the members’ attendance rates.

The Audit Committee shall comprise at least three (3) members.

Committee members must not participate in the daily management of the Company, and the majority of the committee members must be independent of L&T. Additionally, at least one committee member must be independent of L&T’s significant shareholders.

Audit Committee members

1.  Teemu Kangas-Kärki (Chair)
2. Sakari Lassila
3. Anna-Maria Tuominen-Reini

Audit Committee duties

• The committee’s task is, in greater detail than is possible for the Board as a whole, to review the auditing work, the auditors’ fees, the internal controls, the scope of the internal and external audits, L&T’s financial policies, and other procedures for managing L&T’s risks.
• A particular purpose of committee is to assist the Board of Directors in fulfilling its responsibility to oversee the management’s conduct of the financial and sustainability reporting processes.
• The committee’s tasks also include preparing the selection of the auditor and the verifier of the sustainability report, assessing the independence of the auditor and the verifier of the sustainability report, as well as other tasks assigned to the committee by the Board of Directors.
• In discharging its oversight role, the Audit Committee is empowered to investigate any matter within its scope of authority, including access to all records and personnel of L&T, and it also has the authority to retain outside expertise for this purpose.

The secretary to the committee shall be nominated by the Board of Directors and minutes shall be prepared for each committee meeting.  

Members of the Audit Committee must have sufficient expertise and experience, taking into account the committee’s area of responsibility and mandatory tasks related to auditing. At least one member of the committee must have expertise in accounting or auditing.

The Audit Committee convenes regularly at least four (4) times a year. 

The Personnel and Sustainability Committee shall comprise at least three (3) members.

The majority of committee members must be independent of the New Lassila & Tikanoja. The New Lassila & Tikanoja’s President and CEO or any other person in the Management may not be a member of the Personnel and Sustainability Committee. 

Personnel and Sustainability Committee members

1. Jukka Leinonen (Chair)
2. Sakari Lassila
3. Tuija Kalpala

Personnel and Sustainability Committee duties

• The committee is responsible for preparing a proposal to the Board of Directors regarding the appointment of the President and CEO and the terms of their service, and prepares the nomination, succession and remuneration issues of other top management members as needed before board approval.
• The committee prepares the remuneration policy and remuneration report for L&T’s governing bodies.
• Furthermore, the Personnel and Sustainability Committee prepares L&T’s remuneration strategy and compensation systems to be used and follows their outcome and functionality.
• The Personnel and Sustainability Committee monitors and evaluates the development of sustainability within the group.
• Additionally, the committee monitors the development of L&T’s operating environment and regulatory framework.
• The committee’s tasks also include monitoring and evaluating the development of occupational safety and work ability issues.

The secretary to the committee shall be nominated by the Board of Directors from the operative management team and minutes shall be prepared for each committee meeting.

The Personnel and Sustainability Committee as a whole must have the expertise and experience required to perform its duties and responsibilities. Committee members must have sufficient expertise and experience in personnel management and various remuneration systems.

The Personnel and Sustainability Committee convenes regularly at least four (4) times a year.