Leadership

Legal and Regulatory Compliance

Mash Group Plc (“Mash” or “the company”) is a Finnish public limited company regulated by Finnish law and the company’s Articles of Association in its operations and obligations.

The company follows consumer protection laws and regulations, and the recommendations issued by consumer protection authorities. Foreign subsidiaries follow the laws and regulations of their respective countries and business sectors, instructions of the supervisory authority for the respective company and the company’s Articles of Association.

Board of Directors

The board of directors is elected by the General Shareholders’ Meeting of the company and meets on a regular basis in order to effectively perform its duties. The board of directors ensures that the company is duly organised and that the board of directors is kept up to date with the development of the company’s circumstances and financial situation. The board of directors is responsible for the appropriate arrangement of the control of the company accounts and finances. The most essential tasks of the board of directors include appointing and discharging the managing director, deciding on the terms of the managing director’s service contract, such as the remuneration, as well as defining the company’s strategy and monitoring its implementation. Furthermore, the most important business decisions, such as mergers and acquisitions, major contracts, investments, and financing arrangements fall under the general competence of the board of directors.

The Board of Directors has defined a robust corporate governance framework with respect to the entire Group and is gradually and consistently seeking to align its governance with best international practices.

Board Committees

For the purpose of increasing its effectiveness, the Board has established four permanent committees: a finance committee, an audit committee, a remuneration committee and a risk and compliance committee. These specialized committees report on their work to the Board.

Risk and Compliance Committee

The risk and compliance committee is established to ensure that risks are identified, monitored and properly managed. The committee, composed of three directors, assists the Board in its oversight of:

• the Group risk and compliance framework and performance;
• the Group capital, liquidity and funding planning and strategy, and;
• the Group risk appetite and adherence to risk limits.

Risk assessment and risk management, as well as the compliance with laws and regulation, are the responsibility of the company’s executive management. The committee’s responsibility in this regard is one of oversight and review.

Audit Committee

The audit committee assists the Board in its oversight of:

• the financial reporting process,
• the integrity of the Group consolidated financial statements,
• the company’s system of internal controls and risk management,
• the qualifications and independence of the company’s external auditor,
• the performance of the company’s internal and external auditors.
• Internal Audit reports to the audit committee on a regular basis.

Remuneration Committee

The remuneration committee prepares matters pertaining to general remuneration principles, the remuneration of the company’s executive officers, oversees the plans for management development and succession, and exercises and performs the authority, duties and responsibilities set forth in a specific charter. The responsibility includes the yearly review and approval of the company’s remuneration policy.

Finance Committee

The finance committee prepares funding-related matters for board decisions and oversees the funding process and funding-related issues of the Group.

Executive Management

The Board of Directors of the Group and in its various subsidiaries have delegated daily company management to the Group CEO who with the help of his direct reports decides, coordinates, and supervises the implementation of the Group plans in compliance with the strategy laid down by the agreed with the Board of directors and the existing regulations.

Executive management comprises members appointed by the Board, meeting on a regular basis with a primary function to support the Group’s CEO in managing the Group.

Internal Audit

It provides assurance and advisory to management and to the Board on the efficiency and effectiveness of the risk management, internal control and governance processes.

External Audit

The Shareholders’ Meeting appoints the external auditor for one year at a time. In the statutory audit, the external auditor reviews the accounting records, financial statements and administration of the company. Since 2013, PricewaterhouseCoopers Oy audits the company.