Board Committees

The Board of Directors appointed three committees in 2011: an Audit Committee, a Compensation Committee, and a Nomination Committee.

Audit Committee

The Audit Committee is responsible for the following activities:

• Monitoring the reporting process used for the Company's financial statements
• Supervising the financial reporting process
• Monitoring the efficiency of the Company's internal controls, internal auditing, and risk management
• Reviewing the description of the main features of the internal controls and risk management associated with the financial reporting process, as provided by the Company's administration and control system
• Monitoring the statutory auditing of the Company's financial statements and consolidated financial statements
• Evaluating the independence of the Company's statutory Auditors and the additional services provided by the Auditors
• Drafting the proposal covering the selection of the Company's Auditors for the Nomination Committee

The following Board members belonged to the Audit Committee:
- Gustaf Gripenberg (Chairman)
- Alexander Ehrnrooth
- Paul Ehrnrooth
- Louise Fromond
- Karsten Slotte
The Audit Committee convened 4 times in 2011 and the attendance of members at meetings was 95%. Besides its ordinary work, the Audit Committee also discussed the Company's sustainability management and reporting in 2011.

Compensation Committee

The Compensation Committee is responsible for preparing matters related to the appointment and remuneration of the President and CEO and Group directors, as well as issues related to the Company's remuneration system.

The following Board members belonged to the Compensation
Committee:
- Kaj-Gustaf Bergh (Chairman)
- Ralf Böer
- Ingrid Jonasson Blank
- Jukka Suominen
The Compensation Committee convened 3 times in 2011 and the attendance of members at meetings was 100%. In 2011, the Compensation Committee discussed the Company's compensation framework, bonus structure and long-term incentive plan.

Nomination Committee

The Nomination Committee is responsible for the following activities:

• Preparing proposals related to the composition of the Board for the General Meeting of Shareholders after consulting major shareholders
• Preparing proposals for the General Meeting of Shareholders on the remuneration of Board members
• Preparing proposals for the Board regarding the composition of the Board's committees
• Preparing the proposal on the selection of the Company's Auditors based on the proposal of the Audit Committee
• Confirming the criteria and processes to be used for evaluating the Board's work.

The following Board members belonged to the Nomination Committee:
- Kaj-Gustaf Bergh (Chairman)
- Alexander Ehrnrooth
- Paul Ehrnrooth
The Nomination Committee convened 4 times in 2011 and the attendance of members at meetings was 100%.