Board committees


Citycon's Board of Directors is assisted by three committees set up by the Board of Directors: the Audit and Governance Committee, the Nomination and Remuneration Committee as well as the Strategy and Investment Committee. The Committees’ main duties and working principles are established in writing by the Committee Charter included in Citycon’s Corporate Governance Guidelines.

The Board of Directors elects the Committees' chairmen and members from among its members at the Board's organising meeting following the Annual General Meeting. A Committee always has at least three members. The Committee members must have the expertise and experience required by the duties of the Committee.

The Committees' chairmen report on issues discussed by the Committees to the Board of Directors.

Audit and Governance Committee

The Audit and Governance Committee supports the Board of Directors in reviewing questions pertaining to the company's financial reporting and control as well as in overseeing and developing the corporate governance practices of the Citycon Group. The Audit and Governance Committee has to, among other things, monitor financial reporting and the efficiency of internal control, internal audit and risk management systems. The Committee prepares a proposal for the Board of Directors on the election of the auditor and auditor's remuneration to be presented to the General Meeting and a proposal for the Board of Directors on the election of an external appraiser to assess the company’s property portfolio. The most important duties of the Committee are presented in more detail in the company's Corporate Governance Statement.

The majority of the members of the Committee must be independent of the company and at least one Committee member must be independent of the company's significant shareholders. At least one Committee member must be a financial expert who has sufficient knowledge and experience in the fields of accounting, bookkeeping or auditing, and in the accounting principles applicable to the company.

The organising meeting of the Board of Directors, held after the AGM 2016, elected Ariella Zochovitzky (Chairman), Bernd Knobloch, Kirsi Komi, Rachel Lavine, Andrea Orlandi and Per-Anders Ovin as the members of the Audit and Governance Committee.

The Committee meets at least four times a year, in accordance with the company's financial reporting schedule, to review the interim reports and annual financial statements of the company. In 2016, the Audit and Governance Committee convened seven  times with an average attendance rate of  98 per cent.

The Committee communicates regularly with the external auditor in connection with its meetings.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee’s duty is to ensure that proposals regarding Citycon's Board member election and remuneration are prepared efficiently. The Committee also prepares matters pertaining to the appointment and remuneration of the company's CEO, the CEO's deputy and other senior executives, and evaluates the successor planning concerning the entire corporate management, bears the responsibility for the evaluation of the CEO's performance as well as prepares and develops matters pertaining to the company's remuneration schemes and monitors their appropriateness. The most important duties of the Committee are presented in more detail in the company's Corporate Governance Statement.

When seeking potential new Board members, the Nomination and Remuneration Committee shall take account of the requirements of the company's strategy, operations and development stage as well as the principles concerning the diversity of the Board of Directors, which are defined in the Board and Committee Charters. In order to promote diversity, the Committee shall consider whether the Board is sufficiently versatile in terms of independence, age, gender, skills and experience as well as the directors' possibility to devote a sufficient amount of time to the work.  As determined by the Board of Directors, the desirable qualifications for the directors can include, among others, experience in leadership and strategy formation, relevant retail/real estate industry experience, expertise in finance and accounting, and experience in corporate governance. The Committee shall take account of proposing both genders as members of the Board.

The Committee shall consult significant shareholders when nominating new Board candidates.

The majority of the members of the Nomination and Remuneration Committee must be independent of the company.

The organising meeting of the Board of Directors, held after the AGM 2016, elected Chaim Katzman (Chairman), Arnold de Haan, Kirsi Komi, Claes Ottosson, Per-Anders Ovin  and Ariella Zochovitzky as the members of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee meets at least twice a year. In 2016, the Committee met three  times with an average attendance rate of 100  per cent.

Strategy and Investment Committee

The Strategy and Investment Committee supports the Board of Directors in defining and monitoring the company's strategic direction. The Strategy and Investment Committee’s duty is to guide the optimisation and development of the company’s property portfolio, to set general guidelines for the acquisition of new properties and the (re)development of properties, to give the Board of Directors recommendations concerning the acquisitions and  disposals of real properties and property (re)developments and to monitor property redevelopment projects and profitability of acquired properties or companies.

The members of the Strategy and Investment Committee must be independent of the company.

The organising meeting of the Board of Directors, held after the AGM 2016, elected , Dori Segal (Chairman), Arnold de Haan,  Bernd Knobloch, Rachel Lavine, Andrea Orlandi and  Claes Ottosson as the members of the Strategy and Investment Committee. 

The Committee meets as necessary, not less than twice a year. In 2016, the Strategy and Investment Committee met five times with an average attendance rate of 97per cent.