Caruna Networks Oy’s decision-making bodies are the general meeting and the Board of Directors. The Board of Directors’ three committees, the Audit Committee, the Nomination and Remuneration Committee and the Health, Safety and Environment Committee, prepare the items debated by the Board and assist the Board in its decision making. The CEO is responsible for executive management. In decision making, the CEO is supported by Caruna’s Management Team.

Internal auditors help to ensure that the Group’s operations remain effective and appropriate. They report to the Board and Audit Committee.

General meeting

Caruna Networks Oy’s general meeting exercises the highest decision-making powers in the Group.

The general meeting’s decisions usually require a simple majority. Such decisions include approving the financial statements, paying dividends, discharging the Board of Directors and the CEO from liability, electing the Board of Directors and the auditors and making decisions regarding their remuneration.

In accordance with the Limited Liability Companies Act and the articles of association, the general meeting is convened by the Board of Directors.

Board of Directors

The Board of Directors is responsible for the strategic development of the Group and for monitoring and steering the Group’s business operations and governance. In accordance with the Limited Liability Companies Act and the articles of association, the Board of Directors represents the Group and ensures the oversight of accounting and financial management. The Board of Directors decides on Caruna’s values.

The Board has between one and ten ordinary members and two deputy members. The Annual General Meeting elects the members for a term which ends at the next Annual General Meeting.

The Board convenes according to an agreed schedule to discuss matters assigned to it. The Board has approved the rules of procedure for its activities.

The CEO, the CFO and the Head of Company Development, who also acts as the Board’s secretary, regularly attend Board meetings. Other Management Team members and directors of the Group attend the meetings by invitation.

Committees of the Board of Directors

The committees working under the Board are the Audit Committee, the Nomination and Reward Committee and the Health, Safety and Environment Committee. The committees support the work of the Board by preparing and evaluating matters for decision by the Board.

Committee members are elected by the Board. Each committee must have three members whose term of office ends at the conclusion of the next Annual General Meeting. All Board members have the right to attend committee meetings.

The committee’s chair regularly reports to the Board on the committee activities after each meeting. All Board members can access the committee meeting documents and agendas. The Board of Directors has approved the committees’ written rules of procedure. The rules are regularly reviewed and updated.

Audit Committee

The Audit Committee assists the Board of Directors in tasks related to financial reporting, risks and oversight. The Audit Committee oversees the financial reporting process and monitors the effectiveness of the Group’s internal auditing and risk management systems.

Caruna’s auditor, CEO, CFO and Head of Company Development, who acts as the committee secretary, regularly attend the committee meetings. Other directors attend the meetings by invitation.

The Audit Committee approves the rules of procedure for the internal audit and the auditing plan. The committee also reviews the plan for the external auditing of the accounts and discusses the auditing plan, the Audit Reports and their effects.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists the Board of Directors in tasks related to the nominations and remuneration of the Group’s management.

The committee meetings are regularly attended by the CEO and the Head of Company Development, who also acts as the committee secretary. The Head of HR attends the meetings by invitation.

Health, Safety and Environment Committee

The Health, Safety and Environment Committee assists the Board in decision making concerning the safety of operations, environmental issues and corporate responsibility. The committee approves the Group’s corporate responsibility programme and indicators.

The CEO, the Board member responsible for HSE matters, the HSE Manager and the Head of Company Development, who also acts as the committee secretary, regularly attend the meetings.