Duties and Responsibilities

of the Board of Directors

The Board of Directors’ tasks and responsibilities are determined primarily by the company’s Articles of Association, the Finnish Companies Act and other legislation and regulations. It is the responsibility of the Board of Directors to further the interests of the company and all of its shareholders.

The main tasks and operating principles of the Board of Directors are defined in the Board charter approved by the Board. It is the Board’s task to prepare the matters to be handled by the General Meeting and to ensure that the decisions made by the General Meeting are appropriately implemented. It is also the Board’s task to ensure that monitoring of accounting and asset management is appropriately arranged. In addition, the Board directs and supervises the company’s executive management, appoints and dismisses the CEO, decides on the CEO’s employment and other benefits, and approves the salary and other benefits of the Executive Management Group. The Board approves the Executive Management Group’s charter.
  
The Board also decides on far-reaching and fundamentally important issues affecting the Group. Such matters are:

• the Group’s strategy
• approving the Group’s budget and action plans, and monitoring their implementation
• acquisitions and the Group’s operating structure
• significant capital expenditures
• internal control systems and risk management
• main organisational issues and incentive schemes

The Board is also responsible for the following tasks:

• monitoring of financial statements reporting
• monitoring of financial reporting
• internal control, if necessary internal auditing, and monitoring of the effectiveness of the risk management system
• evaluating the internal control and risk management systems in respect of financial statements reporting
• monitoring of the audit of statutory financial statements and consolidated financial statements
• assessment of the independence of the statutory auditor and auditing firm, particularly with respect to services unrelated to the auditing
• preparing a draft proposal on the election of the auditor