Board Committees

In its organizational meeting held on 15 June 2016 the Board of Directors resolved that due to the nature and scope of the Company's operations and the small number of Board members the efficient performance of Board duties does not require the Remuneration Committee, Nomination and Governance Committee or the Sustainability Committee to be established for the time being. As of 25 June 2015 the only Board committee continuing its work has been the Audit Committee. The duties previously delegated to the other committees are attended to by the entire Board of Directors to the extent applicable in the current situation of the Company.

Audit Committee

The composition and chairing of the Audit Committee is reviewed and decided annually by the Board. Whilst the Audit Committee has been conferred upon several significant tasks relating to the Company’s finances and governance under the Finnish Companies Act the board committees have no independent decision-making power, but rather concentrate on matters delegated to them on a broader basis for the purpose of issuing recommendations to the Board of Directors and to the General Meeting of Shareholders. The Audit Committee reports regularly on its work to the Board.

The Audit Committee monitors Ahtium’s financial reporting, reporting process and financial forecasts. The Committee also oversees the statutory audit and considers the independence, effectiveness and objectivity of the external auditors, including the nature and extent of non-audit services provided. In addition, the auditors themselves have processes in place to ensure that their independence is maintained, including safeguards to ensure that where they do provide non-audit services, their independence is not compromised. Based on its consideration relating to the audit services, the Audit Committee prepares proposals pertaining to the election of the external auditors.

The Audit Committee considers and keeps under review the need for and effectiveness of the Company’s internal reporting and internal control policies and procedures for the identification, assessment and reporting of risks. The Committee focuses particularly on the Company’s compliance with legal requirements and accounting standards endeavouring to ensure that an effective system of internal and financial controls is maintained.

The members of the Audit Committee shall have the qualifications necessary to perform the responsibilities of the Audit Committee, and at least one member shall have expertise specifically in accounting, bookkeeping or auditing.

In 2016 the Audit Committee has been chaired by Ms. Solveig Törnroos-Huhtamäki and its other members have been Mr. Tapani Järvinen and Mr. Stuart Murray.

In 2016 the work of the Committee has been affected by several exceptional circumstances. Talvivaara's financial statements for the financial years ended 31 December 2015 and 31 December 2016 respectively have been prepared on a basis other than going concern. The chosen reporting basis has resulted from the existence of material uncertainty that has casted significant doubt upon the Company’s ability to realise its assets and discharge its liabilities in the normal course of business and from the lack of visibility on the Company’s operational environment twelve months beyond the date of reporting.

Following the bankruptcy of Talvivaara Sotkamo Ltd the business environment of the Company and risks relating thereto have significantly changed to be significantly less complex. The Audit Committee has paid special attention to limited human resources of the financial department and focused on overseeing that the resources are sufficient to secure the appropriate financial reporting and risk management of the Company. The Company prepared Interim Financial Statements for the period 1 January - 30 June 2016 and arranged the conversion issue in accordance with the draft restructuring programme. The Audit Committee reviewed both the Interim Financial Statements and the offering circular relating to the conversion issue. 

During 2016, the Audit Committee had three official meetings. In addition, Audit Committee matters have been addressed in the Board meetings. Furthermore, the dialogue between the management, the members of the Audit Committee and the auditor has been active throughout the year.