Committees

The purpose of the Audit Committee is to assist the Board in its supervisory duties related to the Group’s financial reporting, internal control system, risk management and internal audit, and the auditor’s work. Its duties are in accordance with the recommendations of the Corporate Governance Code.

The specific tasks of the Audit Committee include assisting the Board of Directors in the following matters:

• In particular, monitoring and assessing the company’s financial reporting and auditing, as well as sustainability reporting and its assurance under the Accounting Act
  • Monitoring and assessing the company’s reporting system and procedures for financial reporting and sustainability reporting
  • Monitoring and assessing the procedures for digital reporting under chapter 7, sections 22 to 25 of the Accounting Act, and identifying information to be reported in accordance with the sustainability reporting standards referred to chapter 7, section 2, subsection 8 of the Accounting Act
  • Monitoring and assessing compliance with laws and regulations and the guidelines approved by the Enersense Group
  • Monitoring and assessing the effectiveness, adequacy and appropriateness of internal control, internal audit and risk management systems and supervising internal audit
  • Monitoring and assessing compliance of agreements and other transactions between the company and its related parties with the Limited Liability Companies Act, and
  • Monitoring and assessing the auditor’s competence and independence and particularly their provision of services other than audit and sustainability assurance services.
• The Audit Committee presents to the Board of Directors:
  • The results of the audit and sustainability reporting assurance
  • Their understanding of how the audit and sustainability reporting assurance have increased the reliability of reporting, and
  • Their understanding of the committee’s role during the audit and sustainability reporting assurance process.
• Monitoring the implementation of the statutory audit of the financial statements and consolidated financial statements, as well as sustainability reporting assurance
• Preparing a proposal on the auditor’s selection and fees for the Annual General Meeting of Enersense International Plc to decide on
• Preparing a proposal on the sustainability auditor’s selection and fees for the Annual General Meeting of Enersense International Plc to decide on in accordance with the Limited Liability Companies Act
• Processing the content of the Enersense Group’s financial statements and business reviews, and
• Communicating with the auditor and reviewing the auditor’s reports
• Assessing the use and presentation of alternative performance measures
• Monitoring the company’s financial and tax position
• Monitoring significant financial, financing and tax risks
• Monitoring processes and risks related to IT security
• Processing the company’s Corporate Governance Statement and statement of non-financial information.

The committee consists of at least three (3) members, and at least one of them must have expertise in the fields of accounting or auditing in particular. Board members elected to the Audit Committee must have a good knowledge of the Enersense Group’s business operations and industries. The members of the Audit Committee must be independent of the company, and at least one of them must be independent of its significant shareholders.

• Sari Helander, Chair
• Anders Dahlblom, member
• Carl Haglund, member
• Petri Suokas, member

Anders Dahlblom is not considered to be independent of the Company’s significant shareholders as he holds the position of Chief Operating Officer at Virala Oy Ab, which is the parent company of Nidoco AB. The other members of the Audit Committee are independent of the company and of its significant shareholders.

The main purpose of the Board of Directors’ Remuneration Committee is to assist the Board in matters related to the preparation of the company’s remuneration principles and practices and remuneration schemes and programmes, as well as matters related to the performance and remuneration of executive management members reporting directly to the CEO. The Remuneration Committee also processes succession planning methods appropriate to executive management, and assesses, monitors and directs the status and development of the corporate culture and strategically significant remuneration matters.

The Remuneration Committee’s specific tasks include the following:

• Preparing the remuneration policy, systems and programmes for approval by the Board of Directors:
• Preparing the appointment of the President & CEO and their direct reports
• Preparing the remuneration and other financial benefits of the President & CEO and their direct reports
• Assessing the annual performance of the President & CEO and their direct reports
• Successor planning concerning the President & CEO and their direct reports
• Ensuring the relevance and competitiveness of the company’s remuneration systems and monitoring compliance with regulations
• Preparing remuneration statements and answering questions related to them at the Annual General Meeting
• Assessing, monitoring and supporting the state and development of the Enersense Group’s corporate culture and strategically significant personnel matters
• When necessary, cooperating with the Shareholders’ Nomination Board of Enersense International Plc as the Nomination Board prepares proposals for the remuneration of the members of the Board of Directors to the Annual General Meeting or an Extraordinary General Meeting.

The committee consists of at least three (3) members. Board members elected to the Remuneration Committee must have a good understanding of the Enersense Group’s business operations and industries and of matters related to remuneration and its development. The majority of the members of the Remuneration Committee must be independent of the company.

• Anna Miettinen, member
• Sirpa-Helena Sormunen, member
• Ville Vuori, member

The members of the Remuneration Committee are independent of the company, and Anna Miettinen, Sirpa-Helena Sormunen and Ville Vuori are independent its significant shareholders.

In its organizational meeting after the Annual General Meeting on 4 April 2024, Enersense’s Board of Directors decided to establish a Strategy Committee to assist the Board in decisions regarding strategy. On 19 June 2024 Enersense announced that it has revised its strategy. The Strategy Committee has now completed its task and the Committee’s activities will be discontinued. Carl Haglund has acted as the Chairperson of the Strategy Committee and Anders Dahlblom, Anna Miettinen and Ville Vuori as members.