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. According to the committee charter, the most important duties of the Audit and Governance Committee are as follows:

  • monitor financial reporting and review the financial reports and the corporate governance statement
  • monitor the efficiency of internal control, internal audit and risk management systems and approve internal audit plans and reports
  • make recommendations related to corporate governance and review the company’s Code of Conduct principles and compliance with them
  • evaluate the Board members´ and auditor´s independence
  • prepare a proposal to the Board on the election and remuneration of the auditor to be presented to the General Meeting
  • review auditor’s reports

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 2019, elected Ariella Zochovitzky (Chairman), Arnold de Haan, Bernd Knobloch, Alexandre (Sandy) Koifman 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 2018, the Audit and Governance Committee convened four times with an average attendance rate of 100 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.According to the committee charter, the most important duties of the Nomination and Remuneration Committee are as follows:

  • find candidates for the Board of Directors and prepare proposals on the election of the Board members and their remuneration to the Board of Directors for presentation to the General Meeting
  • prepare a proposal to the Board of Directors for the composition and chairmen of the Board committees
  • ensure that the Board carries out its annual self-evaluation
  • prepare matters pertaining to the appointment and remuneration of the company’s CEO, the CEO’s deputy and other senior executives
  • prepare the company’s remuneration schemes and monitor their appropriateness

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 2019, elected Chaim Katzman (Chairman), Arnold de Haan, Alexandre (Sandy) Koifman, Andrea Orlandi and Ariella Zochovitzky as the members of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee meets at least twice a year. In 2018, 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. According to the committee charter, the most important duties of the Strategy and Investment Committee are as follows:

  • guide and develop the optimisation of the company’s property portfolio
  • set general guidelines for the acquisition of new properties and the redevelopment of properties
  • develop and supervise planning and approval processes of acquisitions, property development projects and divestments pertaining to the company’s property business
  • follow-up on property development projects as well as integration process and profitability of completed projects and acquired properties
  • decide on acquisitions, property development projects and divestments within the authorisations set by the Board of Directors, or make recommendations on decisions to the Board

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 2019, elected, David Lukes (Chairman), Arnold de Haan, Bernd Knobloch, Andrea Orlandi and  Ofer Stark as the members of the  Strategy and Investment Committee. 

The Committee meets as necessary, not less than twice a year. In 2018, the Strategy and Investment Committee met four times with an average attendance rate of 96 per cent.