Sakari Tamminen: ‘During 2015 the Remuneration and Nomination Committee has focused on development of compensation principles and especially longer term incentive systems development, ensuring the relevance and logic of these systems. Relating the change of the CEO in May the organisational change and related developments have also been on the agenda of the Committee. The evaluation of the effectiveness of the Board of Directors will be carried out during 2016 due the relatively extensive rotation of the Independent Board members during 2015. Succession planning is also a continuing process’.

Who is on our Remuneration and Nomination Committee?

The Remuneration and Nomination Committee consists of three Independent Non-Executive Directors. Currently they are:

1. Sakari Tamminen (Chairman),
2. Philip Dayer, and,
3. Alun Bowen.

Details of the above Committee members can be found in their biographies.

What is the role of the Remuneration and Nomination Committee and what are its key responsibilities?

The Remuneration and Nomination Committee’s role is to help the company engage qualified professionals to manage the company, and create the incentives necessary to ensure their successful work for the company. It also reviews remuneration and compensation for the company’s senior managers and Independent Board members.

The Remuneration and Nomination Committee:

1. Develops general recommendations for the Board on selecting nominees to the Board, proposed by the Board,
2. Conducts preliminary evaluations of potential nominees to the Board and provides the Board with recommendations,
3. Informs the Board of any potential nominees to the Board it is aware of, and recommends individual persons for nomination or election to the Board,
4. Issues an opinion as to whether a person nominated to the Board qualifies as an Independent Director,
5. Develops recommendations for shareholders to vote on election of candidates to the company’s Board of Directors,
6. Conducts an annual evaluation of the efficiency of the company’s Board of Directors and its members, determines priorities and direction to strengthen the company’s Board of Directors,
7. Plans appointments of personnel, ensuring due succession, and the company’s CEO; develops recommendations for the Board of Directors on candidates for the position of CEO and Corporate Secretary,
8. Develops the system of remuneration and other payments made by the company or at the company’s expense (including life and health insurance, and pension plans) for Board members, based on members’ personal contributions to the company’s strategic objectives,
9. Develops and periodically revises the company’s policy on nomination and remuneration of members of the Board and CEO, monitor its implementation and execution,
10. Reviews the Board members’ performance, including the advisability of nominating Board members for another term in office,
11. Provides the Board with recommendations regarding the material terms of the CEO’s contract,
12. Develops conditions for premature termination of the labour contract with the company’s CEO,
13. Conducts a preliminary evaluation of the company’s CEO’s performance, based on annual results in accordance with the company’s remuneration policy,
14. Develops recommendations for the Board of Directors on the determination of the amount of remuneration and bonus for the company’s Corporate Secretary,
15. Reviews information furnished by Board members – to be disclosed in accordance with applicable law or the Charter – for establishing whether such Board members have an interest in any decisions of the company, as well as information related to the circumstances preventing the aforementioned officers from efficiently discharging their duties as members of the Board, and any circumstances entailing their loss of independence as a member of the Board.

What has the Remuneration and Nomination Committee done during 2015?

The Remuneration and Nomination Committee met three times in 2015. The Chairman of the Remuneration and Nomination Committee is in regular contact with the company’s CEO and Human Resources Director.

These are the key issues reviewed by the Remuneration and Nomination Committee in 2015:
– Executive remuneration structure,
– Succession planning for Non-Executive Directors,
– Long-term incentive plan.

Individual attendance of Remuneration and Nomination Committee meetings by its members is shown on page The Board of Directors.