Board committees

In conjunction with being admitted to trading on AIM, the Company has established audit, nomination and remuneration committees of the Board with formally delegated duties and responsibilities.

Under the Finnish Limited Liability Companies Act, Board committees do not, generally speaking, have a formal legal status or independent decision-making powers; rather, their role is to provide support in the preparation of the decision-making. The responsibility for the decisions remains with the Board even if the matter has been delegated to a committee.

Shareholders’ Nomination Board

The nomination committee considers succession planning for Directors and other senior executives in the course of its work, bearing in mind the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future, and makes recommendations to the Board concerning formulating plans for succession for both Executive and Non-Executive Directors and in particular for the key roles of Chairman and Chief Executive Officer.
The Shareholders’ Nomination Board prepares and presents proposals to the Annual General Meeting on the number, composition and remuneration of the members of the Board as well as the Chair of the Board of Directors.

Faron’s Shareholders’ Nomination Board consists of three members, which represent the Company’s shareholders. The Chair of Faron’s Board of Directors, Mr. Tuomo Pätsi, will serve as an expert in the Nomination Board without being a member.

As of 5 November 2024, the nomination committee comprises Timo Syrjälä representing himself as Chair and Erkka Kohonen, representing Varma Mutual Pension Insurance Company, and Joonas Haakana, representing UMO Capital, as the other members.

Remuneration Committee

The Remuneration Committee sets the remuneration policy that aims to align Director remuneration with shareholders’ interests and attract and retain the best talent for the benefit of Faron. No Director is involved in discussions relating to their own remuneration.

The remuneration committee has the task of advising on and making recommendations to the Board in relation to the remuneration paid to the Directors and supervising the development of any other remuneration or reward systems of Faron.

The remuneration and compensation payable to the members of the Board of Directors shall be approved by the shareholders at the Company’s Annual General Meeting.
As of April 5, 2024, the remuneration committee comprises John Poulos as Chair together with Tuomo Pätsi and Christine Roth.

Audit Committee

As of 22 September 2023, the Committee has comprised Erik Ostrowski as Chair together and Frank Armstrong, Marie-Louise Fjällskog (starting 22 September 2023) and Tuomo Pätsi (starting 8 June 23).

The audit committee has the task of supervising and developing the internal audit of the Group and advising and making recommendations to the Board on related issues.

The information above is disclosed in accordance with Rule 26 of the AIM Rules for Companies.