risk management, internal control and audit

Risk management

Nokian Tyres has adopted a risk management policy, approved by the Board of Directors, which supports the achievement of strategic goals and ensures continuity of business. The Group’s risk management policy focuses on managing both the risks pertaining to business opportunities and the risks affecting the achievement of the Group’s goals in the changing operating environment.

Risk management process and responsibilities

The risk management process aims to identify and evaluate the risks, and to plan and implement the practical measures and continuous monitoring for each risk. Among others, such measures may include avoiding the risk, reducing it in different ways or transferring the risk through insurance policies or agreements. When identifying and assessing risks the impact scale from 1-3 (low, medium, high) is used based on an assessment of probability of the risk occurring, and the severity of the financial impact between severity of 1 (no notable direct losses or reputation damages, short time or local effects, extra work, value <0,1 million euro) and severity of 5 (destructive losses, losses of key customers or market areas, major brand damages, long or lasting effects, value >201 million euro). Control functions and measures are verification or back-up procedures applied to reduce the risks and ensure the completion of the risk management measures.

Responsibility for identifying, evaluating and to large extent, managing risks is delegated to business units, business areas and functions. As a part of onboarding there are risk management related eLearning courses in the company intranet for new employees e.g., on information security, Code of Conduct, trade secrets, insider information and sustainability. Treasury is responsible for developing and maintaining risk management processes, methods and tools.

Assisted by the Audit Committee, the company’s Board of Directors monitors and assesses the efficiency of the company’s risk management mechanisms and monitors the assessment and management of risks related to the company’s strategy and operations. The Audit Committee monitors that the risk management actions are in line with the risk management policy. Issues raising in risk analysis are noted in the development of processes, compliance and control, and in Internal Audit planning. The company’s Board of Directors discusses the most significant risks annually.

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Key risks

Risks that may affect Nokian Tyres are divided into strategic, operational, financial and hazard risks.

Strategic risks are related to customer relationships, competitors’ actions, political and legislative risks, reputation, country risks, brand, product development, climate change and sustainability risks and investments.

Operational risks arise as a consequence of shortcomings or failures in the company’s internal processes, actions by its personnel or systems, contractual risks, risk of non-compliance, or external events, such as unforeseen changes in the operating environment, cyber and information security, management of the supply chain, or changes in raw material prices.

Financial risks are related to fluctuations in interest rate and currency markets, liquidity and refinancing, and counterparty and credit risks.

Hazard risks arise from property loss or business interruption, shortcomings or failures in employee safety or environmental management systems.

The most significant risks related to Nokian Tyres’ business are the risks related to consumer confidence and macroeconomic and geopolitical conditions. Political uncertainties may cause serious disruption and additional trade barriers and affect the company’s sales and credit risk. The tire market is evolving to meet changing consumer needs. Failure to meet demands of performance and safety or to innovate and develop new products and services or to adapt to the changes in the sales channel or new technologies could have an adverse effect on the financial performance. Unplanned interruption in critical information systems or network services may cause disruption to the continuity of operations. Any unexpected production or delivery breaks at production facilities or those of its contract manufacturing partners would have a negative impact on the company’s business. Interruptions in logistics or lack of resources could have a significant impact on production and peak season sales.

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Nokian Tyres' risk analysis pays special attention on corporate social responsibility risks. Analyses and projects related to information security and data protection and customer information are continuously a special focus area.

INTERNAL CONTROL

The purpose of the Group’s internal control mechanisms is to ensure that the company’s operation is in line with the applicable laws and regulations and the company’s Code of Conduct. As regards the financial reporting process, the purpose of the Group’s internal control mechanisms is to ensure that the financial reports released by the company have been compiled in accordance with the accounting principles applied by the company and that they contain essentially correct information on the Group’s financial position, and to ensure that financial reporting is accurate and reliable.

Nokian Tyres has defined group-level policies and instructions for the key operative units specified below in order to ensure efficient and profitable company operations:

The Group’s business consists of Passenger Car Tyres, Heavy Tyres, and Vianor business units. Passenger Car Tyres is further divided into the following business areas: Nordics, Central Europe and North America.
Heavy Tyres and Passenger Car Tyres business units are responsible for their own operations, financial results, risk management, balance sheet and investments, supported by different functions.
The Group’s sales companies serve as product distribution channels in local markets.
Subsidiaries are responsible for their daily operations and administration. They report to the director responsible for the said business area, while the Vianor chain reports to the director of the Vianor business unit.

Internal control structure and responsibilities

The Board of Directors is responsible for the functionality of the internal control mechanisms, which are managed by the company’s management and implemented throughout the organization. Internal control is an integral part of all activities of the Group at all levels. The company’s operative management bears the main responsibility for operational control. Every supervisor is obliged to ensure sufficient control over the activities belonging to his or her responsibility and to continuously monitor the functionality of the control mechanisms. The Chief Financial Officer is responsible for organizing financial administration and reporting processes and the internal control thereof. Finance function is responsible for internal and external accounting; its tasks include, among others, producing financial information concerning the different areas and ensuring the accuracy of this information.

The preparation process of the consolidated financial statements (IFRS), the related control measures, and the task descriptions and areas of responsibility related to the reporting process are defined. The company’s Finance function produces the consolidations and information for the Group level and the different areas. Each legal entity within the Group produces its own information in compliance with the instructions provided and in line with local legislation. The Group’s Finance function is centrally responsible for the interpretation and application of financial reporting standards as well as for monitoring compliance with these standards.

Effective internal control requires sufficient, timely, and reliable information in order for the company’s management to be able to monitor the achievement of targets and the efficiency of the control mechanisms. This refers to financial information as well as other kinds of information received through IT systems and other internal and external channels. The instructions on financial administration and other matters are shared on the company’s intranet, and training is organized for personnel with regard to these instructions when necessary. Communication with the business units is continuous. The company’s financial performance is internally monitored by means of monthly reporting complemented with updated forecasts. The financial results are communicated to Company personnel immediately after the official stock exchange releases have been published.

internal audit

Nokian Tyres’ internal audit systematically carries out assessments and audits on the efficiency of risk management, internal control, and corporate governance processes. Internal audit is an independent and objective function whose aim is to help the organization to achieve its goals. The principles for internal audit have been confirmed in the internal audit’s charter approved by the Board of Directors.

The Group’s Internal Audit function is managed by the Chief Audit Executive (CAE), who works under the Audit Committee. The focus areas for internal audit are approved by the Audit Committee each year. The audit assignments are based on the key strategic focus areas of the company’s operations and the risks involved. The operation of Internal Audit covers all business activities, functions and processes within the Nokian Tyres Group. The CAE reports on their activities to the Audit Committee and administratively to the Chief Financial Officer. The Company’s Board of Directors follows and monitors the efficiency of the Internal Audit.

related party transactions

Nokian Tyres determines and monitors related parties in accordance with the International Accounting Standards (IAS 24, Related Party Disclosures) and other applicable regulations. The Company has procedures in place to identify and define its related parties and assesses and monitors related party transactions to ensure that all conflicts of interest and the company’s decision-making process are appropriately taken into account. The Audit Committee monitors and assesses how agreements and other legal acts between the company and its related parties meet the requirements of ordinary activities and arm’s length terms in accordance with applicable laws and regulations. The Group’s financial management monitors and supervises related party transactions as part of the company’s normal reporting and monitoring procedures and reports to the Audit Committee on regular basis.

The company only has related party transactions that are a part of normal business, and the information regarding them is provided in the Annual Report. The decision-making processes have furthermore been structured in order to avoid conflict of interests. In case the company would have any transactions that are not part of the company’s ordinary course of business or are not implemented under arm’s length terms, such transactions shall be handled by the Audit Committee and approved by the Board and provided in the Annual Report.

AUDIT

The auditor has an important role as a controlling body appointed by the shareholders. The audits give shareholders an independent opinion on how the financial statements and report by the Board of Directors of the company have been drawn up and the accounting and administration of the company have been managed. In addition to his duties under the valid regulations, he reports all audit findings to the Group’s management.

During the financial year 2023, the company's auditor was authorized public accountant firm Ernst & Young Oy with Mikko Järventausta acting as the Chief Auditor. Nokian Tyres' audit fees in 2023 amounted to EUR 1,081,000. The fees paid to the authorized public accountant for other services totaled EUR 24,000.

In 2023 the General Meeting decided to re-elect authorised public accountant firm Ernst & Young Oy as the Company’s auditor for a term ending at the closing of the Annual General Meeting 2024. Ernst & Young Oy has notified that Mikko Järventausta, APA, will act as the principally responsible auditor.