Board committees

Audit and Risk Management Committee

Mr Barry Rourke (chairman), Thomas Hoyer and Thorstein Abrahamsen.

The Audit and Risk Management Committee currently has three members: Mr Barry Rourke (committee chairman), Thomas Hoyer and Thorstein Abrahamsen. The Board has defined the committee’s duties in accordance with the recommendations of the Finnish and the UK Corporate Governance Codes.

The Audit and Risk Management Committee reviews the auditors’ work and monitors the Group’s financial position and the appropriateness of its financial reporting. The committee evaluates internal audit and risk management, maintaining contact with auditors and evaluating their reports. The committee reports regularly to the Board.

In 2015, the Audit and Risk Management Committee evaluated and monitored the development of internal controls and risk management policies. The Group had no permanent internal auditor during the years, although operational management commissioned local specialists to conduct internal audit reviews within several business units as part of their local assurance process. The Board has received assurance from a number of sources, including a Board review of the Group’s overall strategy and management processes, which has exercised substantial supervision over the local operations.

All significant Group companies are audited by the Company’s auditor in order to ensure a consistent approach and to facilitate communication between the auditors and the Committee.

The Committee has focused on improving management information flow to the Board and on the identification and management of the main risks facing the Group. The risks are discussed in the Board of Directors’ Report. These priorities continued to form the core of the committee’s business during 2015, along with the regular scrutiny of the Group’s compliance with laws, regulations and best practice.

Remuneration and Nomination Committee

Ivan Jakovčić (chairman), Dr. Jelena Manojlovic and Barry Rourke.

The combined Remuneration and Nomination Committee of the Company currently has three members: Ivan Jakovčić (committee chairman), Dr Jelena Manojlovic and Barry Rourke. 

The Committee leads the process for making appointments to the Board and the executive management and submits recommendations to the Board in this regard. The Committee also leads the process relating to the remuneration of the executive management and the Board, and makes recommendations to the Board and to the General Meeting in relation to the Board’s remuneration.

The Committee’s duty is to ensure that Afarak’s goal to have a diverse Board in every aspect, including in respect of gender, is implemented. During 2015, the Committee took a broad review of the company’s HR function. It reviewed policies and procedures in this regard focusing on HR relationships across the Group. A streamlining exercise of employment grades and categories was initiated.

Health, Safety and Sustainable Development Committee

Thorstein Abrahamsen (chairman) and Guy Konsbruck.

The Health and Safety Committee of the Company currently has two members: Dr Thorstein Abrahamsen (committee chairman) and Guy Konsbruck. 

The Committee was set-up in 2015 with the stated mission to ensure Afarak conduct its business in a responsible and ethical manner for the benefit of all its stakeholders. The Committee’s priority was to focus on its ‘Zero Harm’ policy and to this end, the Committee worked together with the CEO to establish a Health Safety and Environment Committee with the task of generating, implementing and maintaining a common global culture about safety, health, environment and communities. The Committee also continued to monitor Afarak’s investment in environmental initiatives and projects.