People Committee
Members of the People Committee: Mikko Kuitunen (Chair), Helena Kauppinen, Harri Sjöholm and Eeva-Liisa Virkkunen.
PEOPLE COMMITTEE’S RULES OF PROCEDURE
Approved by the Board of Directors of Robit Plc on December 22, 2025
1. THE COMPOSITION OF THE COMMITTEE
The company’s board of directors appoints the people committee’s chair and members. The committee consists of at least three board members, a majority of whom must be independent of the company. The CEO or any other member of the company’s management may not serve as a member of the committee.
The members’ term is one year and the term will expire at the end of the following ordinary general meeting.
2. THE DUTIES OF THE COMMITTEE
The people committee is responsible for attending to the duties given by the board of directors. The committee has no independent power of decision.
The people 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 programs and other incentive systems that are based on shares or special rights entitling to shares;
- planning the incentivization of other staff and the development of the organization;
- monitoring the implementation of employee satisfaction surveys and assessing the progress of development actions derived from them;
- 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 people committee may also have other duties that serve a purpose in the conduct of the people committee’s duties.
The people 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 people 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.
3. COMMITTEE MEETINGS
The people committee convenes as necessary, however at least three times a year. The chair convenes the committee.
The people committee prepares an annual meeting schedule that contains the key issues to be addressed.
Meeting materials will be submitted at least three days before the meeting.
Minutes are prepared for the people committee meetings, which are approved by all participants and then archived in the board’s document repository. The committee’s chair reports to the board of directors in terms of the key issues addressed by the people committee.
In addition to the people committee’s members, the company’s Group HR Director regularly attends the committee meetings, along with other persons invited by the committee as needed. Group HR Director acts as the secretary.
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 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.
6. EVALUATION OF THE COMMITTEE’S WORK
The people committee evaluates its own work at least once a year to further develop its effectiveness. The evaluation is conducted through discussion.
7. APPROVAL AND ENTRY INTO FORCE OF THE RULES OF PROCEDURE
The company’s board of directors approves the committee’s rules of procedure and decides on their entry into force. Any amendments to the rules of procedure require a decision by the board.