Kemira Annual Report 2005

with the procedures and principlesconfirmed by the Board of Directors.In 2005, Heikki Bergholm chaired theAudit Committee, whose other memberswere Eija Malmivirta and AnssiSoila. The Audit Committee met sixtimes during 2005.The Compensation Committee iscomprised of members elected bythe Board of Directors from amongsttheir number, who are independentof the company. The Board of Directorshas approved procedures andprinciples for the committee, accordingto which it deals with mattersconcerning management compensationand reward schemes for the personnel.In 2005, the committee waschaired by Anssi Soila, the othermembers being Ove Mattsson andMarkku Tapio. The CompensationCommittee met four times during2005.The company has an internal controlsystem, the purpose of which isto ensure that financial reporting isreliable and that the established rulesand business practices are observed.The internal control system is supportedby approved policies and procedureswhich are observed at allGroup companies as well as by an internalaudit function whose staff operatein accordance with the proceduresand principles confirmed by theBoard of Directors and in accordancewith its annual plan. During the yearthe Internal Audit discusses its auditplan and observations with the company’selected auditors. The InternalAudit reports directly to the chief executiveand communicates its observationsand recommendations to theAudit Committee of Kemira Oyj.The company’s risk managementprinciples are discussed on pages98–100.Members of the BoardAnssi SoilaM.Sc. (Eng. & Econ.), b. 1949, Chairmanof the Board. A member of theKemira Oyj Board of Directors since2000, Chairman since 2003. Chairmanof the Board: Sponda Oyj andMedone Oy. Vice Chairman andmember of the Board: Normet Oy.Member of the Board: AspocompGroup Oyj, Lindström Oy and Å&RCarton AB. In 1973–1999 he was employedby Kone Oy, for the final fiveyears as its President.Eija MalmivirtaM.Sc. (Eng.), b. 1941, Vice Chairmanof the Board. A member of the KemiraOyj Board of Directors since2000, Vice Chairman since 2003.Member of the Board: VR-Group Ltd,National Emergency Supply Agency,Finnish National Theatre Ltd. Directorof Neste Oil Trading 1982–1996.Neste Oy, Executive Vice President1990–1996. Main shareholder inMerei Energy Oy Ltd and Chairman ofthe Board of Directors 1996–2002.Elizabeth ArmstrongPh.D., b. 1947. A member of the KemiraOyj Board of Directors since2003. With 30-years experience inthe chemical industry and 15-years insenior management positions (Cyanamid,Cytec Industries, Zeneca, Avecia);most recently as President ofNeoResins (1996–2005) and Chairmanof the Board for Image Polymers(1996–2005).Heikki BergholmM.Sc. (Eng.), b. 1956. A member ofthe Kemira Oyj Board of Directorssince 2004. Chairman of the Board:Componenta Oyj, Lakan Betoni Oy.Member of the Board: Suominen Corporation,MB Funds Oy. Researcherand Development Manager with IndustrialisationFund of Finland LtdKemira House, Helsinki. A moment before the Board of Directors’ meeting.Anssi Soila and Elizabeth Armstrong.Markku Tapio39