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, as well as 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 2014, Kari Jordan (Chairman), Antti Palola, Karsten Slotte, and Kai Telanne were members of the Audit Committee.

The Audit Committee convened three times in 2014 and the attendance rate of the members was 100%.

Of the Committee members, Kari Jordan 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 2014, Kari Jordan (Chairman), Antti Palola and Jari Paasikivi were members of the Nomination and Compensation Committee.

The Committee held seven meetings in 2014 (attendance rate 100 per cent).

Of the Committee members, Kari Jordan and Jari Paasikivi are members of the executive management of Varma’s client companies for the purposes of the Finnish Corporate Governance Code (Recommendation 15).