Corporate Governance Statement,
reporting period Jan. 1 – Dec. 31, 2015

Description of Activities

The Board of Directors has defined a working order and evaluates its performance annually. The Board of Directors shall implement the decisions of the General Meeting. The Board of Directors supervises the operations and management. The Board of Directors makes decisions on the Company´s guiding principles for operation, strategy and budget. The Board of Directors decides on mergers and acquisitions and other strategic alliances as well as significant investments and significant matters regarding organization and finance. The Board of Directors supervises that the group companies´ accounting and financial management is duly organized. The Board of Directors appoints the CEO and possible Deputy for him or her as well as approves the Company´s organization structure.

The CEO, CFO and Chief Legal Officer (who acts as secretary of the Board of Directors) attend the meetings of the Board of Directors. Other management attend the meetings when necessary or upon invitation by the Board of Directors. The Chairman of the Board approves the agendas of the meetings of the Board of Directors. The agendas are prepared by the CEO and the Chief Legal Officer.

In 2015, the Board convened 25 times. The Board members attended to the meetings as follows:

Jan. 1–Dec. 31, 2015 Board Audit and finance
Seppo Laine 23/23 6/6 (External advisor of the Board in the last meeting)
Jorma Halonen 20/23  
Juha Hulkko 22/23  
Staffan Simberg 25/25 6/6
Erkki Veikkolainen 23/25 5/5 (Membership ended in the middle of the year 2015, not member in the last meeting)
Kirsi Komi 2/2 1/1 (Membership started in the middle of the year 2015, member in the last meeting)
Juha Putkiranta 2/2  
Seppo Mäkinen 2/2  

An annual clock, according to which the regular subjects to be handled are determined, is applied in the Board´s work. In addition to the regular subjects of the annual clock, the most important subjects of the Board during the year were still profitability improvement of the Group, development of a segment based management system and business portfolio.

The Annual General Meeting decides on the compensation of the members of the Board of Directors and the compensations can be publicly reviewed from the Company´s