Board of Directors’ Committees

As laid down in the Articles of Association, Varma’s Board of Directors has elected a Nomination and Compensation Committee and an Audit Committee from among its members. The Chairman and the Deputy Chairmen of the Board of Directors also meet with the CEO, as necessary, to prepare matters to be considered by the Board of Directors.

Audit Committee

The main tasks of the Audit Committee include the supervision of internal company control, risk management and financial and other reporting and the monitoring of the work and observations made by the auditors and the internal audit. The Committee does not have the power to make decisions independently. The Committee reports on its work and observations to the Board of Directors.

In 2012, Sakari Tamminen (Chairman), Mikko Mäenpää, Karsten Slotte and Kai Telanne were members of the Audit Committee.

The Audit Committee convened two times in 2012, and the attendance rate was 100%.

Of the Committee members, Sakari Tamminen, Karsten Slotte and Kai Telanne are members of the executive management of Varma’s client companies for the purposes of the Finnish Corporate Governance Code (Recommendation 15).

Nomination and Compensation Committee

The Nomination and Compensation Committee prepares Varma’s compensation and incentive schemes and the employment terms and conditions of the company management. The proposals of the Committee are submitted to the Board of Directors for decision.

In 2012, Sakari Tamminen (Chairman), Ole Johansson and Mikko Mäenpää were members of the Nomination and Compensation Committee. The Committee held seven meetings in 2012 (attendance rate 85.7 per cent).

Of the Committee members, Sakari Tamminen is a member of the executive management of Varma’s client company for the purposes of the Finnish Corporate Governance Code (Recommendation 15).