Members of the Remuneration Committee: Harri Sjöholm (Chair), Mammu Kaario and Kai Seikku.
REMUNERATION COMMITTEE’S RULES OF PROCEDURE
1. THE COMPOSITION OF THE COMMITTEE
The board of directors appoints the members and chair of the committee from among its members at the initial board meeting. The committee will have 3–4 members pursuant to the board’s decision.
The majority of the remuneration committee’s members must be independent of the company. The managing director or the other management of the company cannot serve as a remuneration committee member.
2. THE DUTIES OF THE COMMITTEE
The remuneration committee has the following duties:
- preparing matters related to the appointment of the managing director and other management and to review appropriate candidates for their successors;
- preparing matters related to the salaries and other financial benefits of the managing director and other management;
- preparing matters related to the company’s incentive systems;
- assessing the remuneration of the managing director and other management and ensuring the appropriateness of the incentive systems;
- assessing and making recommendations to the board of directors with regard to programmes and other incentive systems that are based on shares or special rights entitling to shares;
- planning the incentivisation of other staff and the development of the organisation;
- answering questions regarding the report concerning salaries and remuneration at the general meeting; and
- recommending an advisor to the company’s board of directors as necessary and submitting a proposal regarding the remuneration paid to the said advisor.
In addition to the aforementioned duties, the remuneration committee may also have other duties that serve a purpose in the conduct of the remuneration committee’s duties.
The remuneration committee is entitled to conduct research on matters that are required for the conduct of its duties and to use the services of external experts and advisers as it sees fit. In the event that the remuneration committee uses the services of external experts and advisers to assist in the conduct of its duties, the committee must ensure that the said experts and advisers are not simultaneously acting as advisers to the company’s current management in a manner that may give rise to conflicts of interest.
The board of directors is responsible for ensuring that the duties assigned thereby to the committee are carried out. The committee has no independent power to make decisions. The board of directors makes all decisions under its purview as a collective.
3. COMMITTEE MEETINGS
The remuneration committee will convene as necessary, at least three times a year, in order to prepare the proposals that will be submitted to the board of directors.
Other persons invited by the committee to attend committee meetings may attend these meetings as necessary.
The practices that apply to board meetings will be applied to the committee meetings insofar as they are applicable.
The committee reports on its performance to the board of directors. These reports must include at least a summary of the matters discussed by the committee and the measures undertaken thereby.
4. REMUNERATION FOR SERVING ON THE COMMITTEE
A fee approved by the general meeting will be paid to the members of the committee.
5. INFORMATION THAT WILL BE PUBLISHED ABOUT THE REMUNERATION COMMITTEE
The company will publish the names of the members of the committee, the number of meetings held by the committee during the financial year and the average number of times each member (personally) participated in the said meetings in addition to providing a summary of the main facets of the committee’s rules of procedure in its annual report and on its website.