
Reaktor has two committees appointed by the Board of Directors, the Audit and Risk Committee and the People and Remuneration Committee. The committees have no independent decision-making authority but their purpose is to prepare issues within their remit to the Board of Directors or the General Meeting of Shareholders for a decision. The Chairs of the committees report regularly to the Board of Directors.
The Board of Directors has confirmed the Audit and Risk Committee’s duties and operating principles in a written Charter of the Audit and Risk Committee. The Audit and Risk Committee consists of at least three (3) members, including a Chair. The majority of the Audit and Risk Committee members shall be independent of the company, and at least one member shall be independent of the company’s significant shareholders.
The Chair of the Audit and Risk Committee presents the committee’s findings, observations and recommendations to the Board of Directors. The Chair of the Audit and Risk Committee reports regularly to the Board of Directors. The Audit and Risk Committee members shall also collectively possess the competence relevant to the company’s business sector, its operations and its operating environment. The members of the Audit and Risk Committee should collectively have sufficient accounting and financial reporting expertise to perform the committee’s duties.
At least one member of the Audit and Risk Committee must have specific expertise and experience in accounting, bookkeeping or auditing. The main duties of the Audit and Risk Committee include:
Financial Reporting, such as to monitor the financial statement reporting system and ensure the integrity of the company's annual financial statements and interim reports, and review the company's key accounting policies and principles.
Internal Control and Audit, such as to monitor and assess the effectiveness of the company’s internal control, internal audit, and risk management systems, and approve the internal audit charter and annual internal audit plan.
Risk Management and Insurances, such as to review the company’s risk profile and monitor and assess the efficiency of the management systems of material risks, including financial, operational, and legal risks, review the company’s risk management framework and policies, and ensure appropriate risk mitigation strategies are in place, and review the adequacy and scope of the company’s major insurance programs as part of its overall risk management oversight.
External Audit, such as to prepare the proposal for the election of the statutory auditor and compensation of the statutory auditor and evaluate the auditor's independence and performance, to approve the external auditors’ terms of engagement, and to oversee the external audit process and review audit findings, including liaising with the external auditor and reviewing the reports prepared by the external auditor.
Non-Audit Services, such as to monitor and approve the provision of non-audit services by the audit firm to ensure that the auditor’s independence is not compromised.
Tax Matters, such as to oversee the group’s tax strategy, tax planning activities, and the management of significant tax risks and compliance.
Treasury and Financing, such as to review and monitor the group’s financing activities, funding structure, treasury policies, and exposure to financial risks, including liquidity, foreign exchange, and interest rate risks.
Ethics, Compliance and Whistleblowing, such as to oversee the company’s ethics and compliance program, including the Code of Conduct, and monitor the company’s adherence to all applicable laws and regulations, to oversee the procedures for handling reports received through the whistleblowing channel and the appropriate follow-up actions.
Legal Cases and Disputes, such as to review the status of significant legal cases, litigation, and disputes involving the company, and assess their potential financial and operational impact.
Related Party Transactions, such as to monitor and assess and, where required by law or company policy, approve or recommend for the approval of the Board of Directors of the company all material transactions and contractual arrangements between the company and its related parties to ensure that they are conducted on an arm's-length basis and are in the best interest of the company, and address any possible conflicts.
As at 5 June 2026, the Audit and Risk Committee consists of Antti Mäkelä (Chair), Mika Sutinen and Taru Tujunen.
The Board of Directors has confirmed a written Charter for the People and Remuneration Committee, defining its tasks and operating principles. The People and Remuneration Committee consists of at least three (3) members. The majority of the members of the People and Remuneration Committee shall be independent of the company.
According to the Charter of the People and Remuneration Committee, its main duties include, among others:
preparing matters pertaining to the appointment and removal of the CEO, the deputy CEO (if any) as well as their compensation and the identification of their successors;
based on the preparation of the CEO, making proposals for the appointment to, and changes in the composition of, the Reaktor Leadership Team;
preparing the company’s remuneration policy concerning the Board of Directors, CEO, the deputy CEO (if any) at least in every four years and preparing the company’s remuneration report;
periodically evaluating the performance and compensation of the CEO and the members of the Leadership Team and presenting its findings, opinions and possible recommendations to the Board;
reviewing and monitoring the competitiveness of the remuneration and incentive systems within the company; and
preparing the Board’s diversity principles for the work of the Shareholders’ Nomination Board.
As at 5 June 2026, People and Remuneration Committee consists of Vesa Lauronen (Chair), Mika Sutinen and Lara Saulo.
The company’s General Meeting of Shareholders has on 11 May 2023 resolved on the establishment of a shareholders’ nomination committee. The Nomination Committee's task is to annually prepare proposals concerning the election and remuneration of the members of the Board of Directors and the remuneration of the members of the Board’s committees for the Annual General Meeting and, where necessary, for any Extraordinary General Meeting. The Nomination Committee's principal task is to ensure that the Board of Directors and its members have sufficient expertise, competence, and experience to meet the needs of the company and, to this end, to prepare for the General Meeting of Shareholders well-reasoned proposals concerning the election and remuneration of the members of the Board of Directors.
The Nomination Committee consists of four members. Each of the four largest shareholders of the Company shall be entitled to appoint one member to the Nomination Committee. In addition, the Chair of the company's Board of Directors shall serve on the Nomination Committee as an expert member. The right to appoint members representing the shareholders shall belong to the four shareholders who, on the last business day of August of the year preceding the Annual General Meeting, are registered in the company’s shareholder register and whose share, according to the company's shareholder register maintained by Euroclear Finland, of all votes carried by the company's shares is the largest.
The duties of the Nomination Committee include:
preparing and presenting to the General Meeting of Shareholders a proposal, in accordance with the company's remuneration policy for governing bodies, on the remuneration of the members of the Board of Directors both for Board work and for work in the committees of the Board of Directors;
preparing and presenting to the General Meeting of Shareholders a proposal on the number of members of the Board of Directors;
preparing and presenting to the General Meeting of Shareholders a proposal on the composition of the Board of Directors;
presenting the proposals made by the committee to the General Meeting of Shareholders;
mapping out successor candidates for members of the Board of Directors; and
participating in the development and monitoring of the principles concerning the diversity of the company's Board of Directors.