Board of Directors

The Charter of the Board

The Board has a Charter, which is updated and amended as necessary. The main points of this Charter are discussed below. The company's Board of Directors, which consists of 4-8 ordinary members, is responsible for corporate governance and the appropriate running of the company. According to the Articles of Association, members of the Board, the Chairperson and the Vice Chairperson are elected for one year at a time by the AGM.

The general task of the Board is to steer the activities of the Group, ensuring that it will produce as great a value as possible for the shareholders in a future cash flow. The central tasks of the Board include appointing and dismissing the Managing Director, approving key operating policies and values, adopting the strategy and annual budget and monitoring their implementation, approving financial statements and quarterly reports as well as monitoring of internal auditing and risk management.

According to the Charter, the Board Chairperson prepares for Board meetings together with the CEO, assumes responsibility for planning and evaluation of the Board's activities and keeps in touch with the CEO and other stakeholders as necessary.

Board members

The Board members are elected at the AGM for a term of one year. On 1 April 2011, the AGM elected 6 Board members, one of whom was elected as Board Chairperson and one as Deputy Chairperson.

The Board Chairperson is Kai Telanne and the Vice Chairperson Merja Strengell, while the other Board members are Aarne Aktan, Joachim Berner, Atte Palomäki and Henri Österlund.

Evaluation of the Board's activities

The Board of Directors proceeds to an annual internal self-evaluation of its activities and working methods.

Board Committees

There are no separate committees, as the Board did not consider these necessary in view of the size of the Group, extent of operations and existing monitoring systems. The Board's Working Order also includes the tasks of an audit committee. The Board as a whole is responsible for fulfilling the tasks of the committees.

Compensation payable to Board members in 2011

The compensation paid to the Board members is approved by the AGM. The monthly compensation sums paid to the Board members decided by the Annual General Meeting on 1 April 2011 are: Chairperson Eur 4,000, Vice Chairperson Eur 2,500 and member Eur 2,000.

Board meetings 2010

In 2010, the Board met 11 times, and the average participation rate at these meetings was 92 per cent.

Board compensations in 2010