Rules of procedure for the Audit Committee
Teleste’s Board of Directors has established an Audit Committee to prepare matters concerning the company’s financial reporting and supervision. The Audit Committee assists the Board of Directors by preparing the matters that fall within the responsibilities of the Audit Committee. The Audit Committee shall convene at least four times a year, in accordance with a schedule confirmed by the chairperson of the Audit Committee.
The majority of the members of the Audit Committee must be independent of the company, and at least one member must be independent of the company’s significant shareholders. The Audit Committee members must have sufficient expertise and experience considering the responsibilities of the committee and obligatory auditing-related duties. At least one Audit Committee member must have expertise in accounting or auditing.
The Audit Committee consists of a minimum of three Board members, each of whom fulfils the requirements on independence and understanding of financial information as well as any other requirements specified in Finnish law and regulations concerning Finnish listed companies.
In addition to the committee members, the participants in Audit Committee meetings include the company’s CEO, CFO, auditor and the secretary to the Audit Committee. The Audit Committee may invite other experts or representatives of the operative management to attend its meetings as necessary. Any Board member may attend Audit Committee meetings at their discretion. The minutes and materials of the Audit Committee are available to all Board members.
The chairperson of the Audit Committee presents the committee’s most important observations, its recommendations and a summary of Audit Committee meetings to the Board of Directors.
The Board of Directors that convened after Teleste’s AGM on 5 April 2023 decided on the following Audit Committee composition: Mirel Leino-Haltia (Chair), Jussi Himanen and Vesa Korpimies.
In 2022, the Audit Committee held 9 meetings. The members attended the meetings as follows:
|Leino-Haltia, Mirel||9/9 (100%), Chair|
|Himanen, Jussi||9/9 (100%), member|
|Korpimies, Vesa||9/9 (100%), member|
According to the Rules of Procedure of the Audit Committee, the responsibilities of the Audit Committee include:
- monitoring of Teleste Corporation’s economic and financial situation, taxation position as well as the financial statement reporting process
- monitoring and assessment of the financial reporting system
- supervision of compliance with the accounting policies for consolidated financial statements and with the IFRS;
- reviewing interim reports and financial statements and giving recommendations to the Board of Directors before the publication of stock exchange releases on interim reports and financial statements;
- assessment of the use and presentation of alternative performance measures;
- processing of the statement of non-financial information;
- assessment of the efficiency of the company’s internal control and risk management systems;
- monitoring of significant economic, financial and tax risks;
- supervision of compliance with policies and principles confirmed by the Board as well as internal auditing;
- processing of the Corporate Governance Statement;
- monitoring of the company’s information management strategy and data security-related policies;
- monitoring of the statutory audit of the financial statements and consolidated financial statements;
- evaluation of the independence of the statutory auditor;
- monitoring of the additional services provided by the audit firm;
- preparation of a proposal to the Annual General Meeting on the election of auditor and communication with the auditor;
- definition of principles applicable to the monitoring and assessment of related party transactions;
- assessment of legal and regulatory compliance processes; and
- performing other tasks assigned to the committee by the Board of Directors.
Approved by the BOD on 18 December 2019