PKC Group Plc´s Board of Directors has resolved to establish a Nomination and Remuneration Committee among its members, which shall prepare the matters pertaining to the nomination and remuneration of Board members, the appointment and remuneration of the managing director and other executives of the company as well as the remuneration schemes of the personnel.
1 Composition of the Committee
Nomination and Remuneration Committee shall have at least two members. As a deviation from the recommendation to have at least three members the boar committees, the Nomination and Remuneration Committee may at minimum consist of two members, taking into account that due to the number of the board members as well as the scope and nature of the company´s operations, the Nomination and Remuneration Committee is able to handle matters effectively with two members.
In the organisation meeting, the Board elects the members and chairman of the Nomination and Remuneration Committee from among the members of the Board.
The majority of the members must be independent of the company. The managing director or other executive of the company may not be appointed to the nomination committee.
2 Duties of the Committee
The duties of the Nomination and Remuneration Committee include:
1. Matters pertaining to the nomination and remuneration of members of the Board of Directors
• preparation of the proposal for the appointment of Board members to be presented to the general meeting
• preparation of the proposal to the general meeting on matters pertaining to the remuneration of Board members
• taking care of the succession planning of Board members
• presentation of the proposal for the appointmen of Board members to the general meeting
2. Matters pertaining to managing director, other executives and personnel
• preparation of matters pertaining appointment of the managing director and the other executives as well as the identification of their possible successors
• preparation of matters pertaining to the remuneration and other financial benefits of the managing director and other executives
• preparation of matter pertaining to the remuneration schemes of the company
• evaluation of the remuneration of the managing director and the other executives as well as seeing to it that the remuneration schemes are appropriate
• answering questions related to the remuneration statement at the general meeting.
The Nomination and Remuneration Committee shall also prepare the evaluations of the independence in connection with the proposal for the appointment of Board members and the annual evaluations to be made in the organisation meeting.
In addition to the tasks listed above, the Nomination and Remuneration Committee may have other tasks that are appropriate for it to be able to fulfil its function.
The Nomination and Remuneration Committee has the right to investigate and examine matters pertaining to its function and use outside experts and consultants at its discretion.
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.
3 Committee meetings
The committee convenes at least once a year in order to prepare the proposals to be presented to the general meeting.
At the Nomination and Remuneration Committee meetings shall, if need be, be present also other persons invited by the Committee.
The meetings shall follow the procedures concerning meetings of the Board of Directors to the extent applicable.
The committee shall regularly report on its work to the Board. The reports shall include at least a summary of the matters addressed and the measures taken by the committee.
4 Remuneration for committee work
Remuneration paid for the committee work shall be resolved by the general meeting of shareholders.
5 Publication of information related to the Audit Committee
The company shall report the composition of the committee, number of committee meetings held during the financial period and the attendance of committee members at the meetings as the attendance of individual members and describes the key content of the committee´s chartes in its annual report and web pages.
This Charter is published in its entirety on the company´s Internet site.