The Board Committees
The proper function of the corporate governance of a company requires that Board work is organized as efficiently as possible. For this reason, the Company has established an Audit Committee.
The Directors on the Committee can concentrate on the matters delegated to the Committee more extensively than the entire Board of Directors. The purpose of the Committee is to enhance the efficient preparation of matters within the competence of the Board, increase transparency and ensure the quality and efficiency of the decision-making of the Board.
The Committee assists the Board by preparing matters falling within the competence of the Board. The Board remains responsible for the duties assigned to the Committee. The Committee has no autonomous decision-making power, and thus the Board makes the decisions within its competence collectively.
The Committee shall regularly report on its work to the Board. The reports shall include at least a summary of the matters, addresses, and measures taken by the Committee.
The central duties and operating principles of the Audit Committee are described in the next chapter. The Annual General Meeting decides on the compensation of the members of the Board Committee and such compensations can be publicly viewed on the Company´s website at www.bittium.com
The Audit Committee has the following duties:
- to monitor and assess the reporting process of financial statements;
- to monitor and assess the financing reporting system;
- to supervise the financial reporting process and risk management process;
- to monitor and assess the efficiency of the Company´s internal control, internal audit, if applicable, and risk management systems;
- to monitor and assess how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm´s length terms;
- to handle the Company´s corporate governance statement and non-financial report;
- to monitor the Company´s auditing;
- to monitor and evaluate the independence of the auditor and, in particular, the offering of services other than auditing services by the auditor; and
- to prepare the appointment of the Company´s auditor.
The Chairman and the members of the Audit Committee are appointed by the Board of Directors of the Company. At least one member of the audit committee must have expertise in accounting or auditing. The Board of Directors elected in the Annual General Meeting held on April 14, 2021, decided in its assembly meeting held on the same day to elect Ms. Riitta Tiuraniemi (Chairman of the Committee), Mr. Petri Toljamo, and Mr. Veli-Pekka Paloranta as members of the Audit Committee. All members of the Committee are independent of the immediate interest of both the Company and its significant shareholders and they have long-term experience in business management.
In addition to Committee members, other regular participants to the committee meetings are the CEO, CFO, and CLO who acts as the Committee´s secretary and optionally external auditors. Further, the Committee members may meet the external auditors without the operative management being present in such meetings. In 2021, the Audit Committee convened six (6) times to ordinary meetings. The Committee has evaluated, prepared, and reviewed, inter alia, the following subject matters during the financial period of January 1, 2021December 31, 2021:
- Financial Statements of 2020;
- Business Reviews and Half Year Financial Reports of 2021;
- Annual audit plan for 2021;
- Observations based on auditing during the financial period;
- Starting to prepare the appointment of the Company´s auditor;
- Observation by the internal control;
- Cash flow monitoring and evaluation of sufficiency of financing;
- M&A related issues and their effects on the result, balance sheet and financing status of the Group;
- Group legal structure related questions; and
- Impairment testing of the subsidiary shares and goodwill.
During 2022, the Committee´s focus areas are:
- To monitor the working capital of the Defense & Security business area; and
- To review the risk management process.