Personnel and Remuneration Committee

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Personnel and Remuneration Committee

The Board of Directors’ Personnel and Remuneration Committee acts as a preparatory body and supports the Board and the executive management in matters relating to personnel and remuneration.

The Board of Directors decides annually on the establishment of the Personnel and Remuneration Committee and appoints from among its members at least three members to the Committee. The majority of the Committee members must be independent of the company and most members must also be independent of the company’s significant shareholders. Neither the CEO nor any other member of the company’s management may be a member of the Committee. When carrying out its duties, the Committee shall act independently in relation to the operative management of the company.

The duties of the Personnel and Remuneration Committee are defined in the Rules of Procedure adopted by the Board of Directors. The main duty of the Committee is to handle the remuneration and appointment of CEO and other members of the management team, and the company’s policies regarding remuneration. Another area of focus for the Committee is to develop the company’s overall intellectual capital and organizational capability, as well as successor planning of the company’s key personnel. The Committee is also responsible for the preparation of the company’s remuneration policy and report and for their presentation in the General Meeting. The Committee carries out other duties as well, such as duties related to the evaluation of personnel policy and practices.

The Chairman of the Personnel and Remuneration Committee convenes the Committee at least three times a year. The Committee regularly reports to be Board on the actions decided at the Committee’s meetings.

Members of the Personnel and Remuneration Committee

On April 20^th, 2022 in its constitutive meeting convening after the Annual General Meeting, the Board of Directors decided to appoint Ms. Reija Laaksonen (chairperson), Mr. Terho Kalliokoski and Mr. Antti Mäkelä as members of the Personnel and Remuneration Committee. All members of the Personnel and Remuneration Committee are independent of the company and its significant shareholders.