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 committee’s specific task is to assist the Board in the following:
• Monitoring and assessing financial reporting systems and processes;
• Assessing compliance with laws and regulations and the guidelines approved by the Enersense Group;
• Monitoring the effectiveness, adequacy and appropriateness of internal control, internal audits and risk management systems, and supervising internal audits;
• Monitoring the statutory audit of the financial statements and consolidated financial statements;
• Monitoring and assessing the auditor’s competence and independence and, in particular, their provision of non-audit services;
• Preparing a proposal on the auditor’s selection and fees for the Annual General Meeting of Enersense International Plc to decide on;
• Reviewing the content of the Enersense Group’s financial statements, half-year report and business reviews; and
• Communicating with the auditor and reviewing the auditor’s reports.

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 committee’s specific tasks include the following:
• Preparing remuneration systems and programmes for approval by the Board of Directors;
• Preparing the appointment of the CEO and their direct reports;
• Preparing the remuneration and other financial benefits of the CEO and their direct reports;
• Assessing the annual performance of the CEO and their direct reports;
• Successor planning concerning the CEO and their direct reports;
• Ensuring the relevance and competitiveness of the company’s remuneration systems and competitiveness and monitoring compliance with regulations; and
• Preparing remuneration policies and reports and answering questions related to them at the general meetings.

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.

• Jaakko Eskola, Chair
• 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. Jaakko Eskola is not considered to be independent from major shareholders because of his role as Senior Industrial Advisor to Nidoco AB.

In its organizational meeting, arranged after the AGM 2024, the Board of Directors decided to establish, from among its members, a Strategy Committee who assists the Board of Directors in decisions regarding Enersense’s strategy.

• Carl Haglund, Chair
• Anders Dahlblom, member
• Anna Miettinen, member
• Ville Vuori, 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 Strategy Committee are independent of the company and of its significant shareholders.