Charter of the Board

(summary)

Board Meetings

• Convenes regularly at least 8 times a year
• At least one of the meetings focus on strategy in the spring and one is a budget meeting in the autumn.
• When necessary, the Chairman of the Board and CEO may call for an additional Board meeting.
• The agenda and materials shall be delivered to Board members no less than three working days before the meeting.
  

Material

• The monthly report shall contain the Group's actual results, result forecast, budget comparison, commentary on the results including reasons for any significant budgetary deviations. A summary of all other important matters within Group is also included.
• All significant matters shall be informed to the Board immediately
  

Matters to be handled at the board meeting

Following list contains matters to be handled at the Board meetings:

• Matters specified by the Finnish Companies Act
• Approving the strategy and annual budget, and their follow-up
• Appointing and dismissing the CEO, and deciding on the terms of his/her employment
• Approving the hiring of personnel reporting directly to the CEO, and the key terms of employment for these people
• Determining the compensation principles for senior management
• Approving the incentive systems for the CEO and the personnel
• Preparing a proposal on the personnel option schemes for the Annual General Meeting and deciding on its allocation to personnel
• Reviewing and approving interim reports and financial statements
• Approving major business deals and investments as well as other decisions of key significance
• Approving the dividend distribution policy and preparing a proposal for the Annual General Meeting concerning the distribution of dividend
• Approving the investment policy
• Monitoring the implementation of internal control, internal audit and risk management
• Reviewing other matters that the Chairman of the Board and the CEO have agreed to be taken on the Board's agenda or that otherwise fall within the Board's decision-making powers under the provisions of the Companies Act, other laws, Articles of Association or other regulations.
  

Last updated 25 th April 2006