Board of Directors

Composition and term of office

All members of the Board are elected by the General Meeting. Members are elected for a term of office of one year, which starts at the close of the General Meeting at which they were elected and ends at the close of the AGM following their election. The Board elects a Chairman and a Vice Chairman from among its members.

According to the articles of association, the Board comprises at least three and at most nine members, who do not have deputies. There is no specific order for the appointment of directors in the articles of association. The Board's Nomination Committee's proposal for the composition of the Board is published in the notice to convene the AGM.

The AGM held on 30 March 2011 decided that the Board consists of six members. Mr. Koen Dejonckheere, Mr. Conny Karlsson, and Mr. Teuvo Salminen and Mr. Heikki Westerlund were re-elected to the Board of Directors and Ms. Nora Kerppola and Mr. Claes de Neergaard were elected to the Board as new members. Heikki Westerlund is the Chairman of the Board and Teuvo Salminen is the Vice Chairman of the Board.

Their biographical details are presented below.

In 2010, the Board met nine times (seven meetings for the Board elected by the 2010 Annual General Meeting and two meetings for the Board elected by the 2009 Annual General Meeting). The following table presents Board members' attendance at meetings during 2010.

Duties and responsibilities

Under the Finnish Companies Act and CapMan's articles of association, the Board is responsible for the administration of the company and the proper organisation of its operations. The Board is also responsible for the appropriate arrangement of the control of the company's accounts and finances. The Board has confirmed a written charter for its work, which describes the main tasks and duties of the Board, working principles of the Board, meeting practices, and an annual self-evaluation of the Board's operations and working methods.

The main duties of the Board are:

• to appoint and dismiss the CEO and his/her deputy
• to supervise management
• to approve strategic goals
• to decide on the establishment of new CapMan funds and the level of CapMan's own commitments therein
• to decide on the major changes in the business portfolio
• to ensure that the company has a proper organisation
• to ensure the proper operation of the management system
• to supervise and approve annual financial statements and interim reports
• to ensure that the supervision of the accounting and financial management is properly organised
• to ensure that the business complies with relevant rules and regulations
• to approve the principles of corporate governance, internal control, risk management, and other essential policies and practices
• to decide on the CEO's remuneration and on the remuneration policy to be followed for other executives and CapMan's key employees
• to confirm the central duties and operating principles of Board committees.

The Chairman of the Board ensures and monitors that the Board fulfils the tasks appointed to it under legislation and by the company's articles of association. Additional information on the Board can be found below and on its compensation here.

Members of the Board and their independency

Under a decision taken by the Board, at least three members of the Board shall be independent of the company. In addition, at least two of these three members shall also be independent of the company's significant shareholders.

CapMan deviates from the Code´s Recommendation 14, which states that the majority of board members shall be independent of the company. This deviation has been made to ensure that the company has a competent Board that fulfils the requirements of the Code's Recommendation 9, particularly with regard to knowledge of the specifics of the private equity industry and the company's market areas. The deviation is also based on the company's ownership structure. Although the Company deviates from the Code in this respect, final decision-making power regarding Board members remains with the General Meeting, which elects them.

The Board has in its organizing meeting on 30 March 2011 assessed the independence of its members and concluded that Nora Kerppola and Claes de Neergaard are independent of both the company and its significant shareholders. Koen Dejonckheere is independent of the company, but non-independent of its significant shareholders. Conny Karlsson and Teuvo Salminen, who act as CapMan advisors, are non-independent of the Company but independent of its significant shareholders. Heikki Westerlund, CapMan´s Senior Partner and member of CapMan Buyout and CapMan Public Market investment teams, is non-independent of both the Company and its significant shareholders.

Heikki Westerlund
Chairman of the Board, CapMan Plc, Senior Partner

Teuvo Salminen
Member of CapMan Plc Board of Directors

Nora Kerppola
Member of the Board

Conny Karlsson
Member of the Board

Koen Dejonckheere
Member of the Board

Claes de Neergaard
Member of the Board

Board Committees

The Board has established a Remuneration, Audit and Nomination Committees. As a general rule the committee shall have at least three members, but in accordance with Recommendation 22, the Committee may due to the limited number of board members consists of two members only The members shall be elected from among Board members for the same term as the Board. The charters for each Committee shall be confirmed by the Board and the minutes of the meetings shall be delivered to the Board for information.

The tasks of the committees are described in more detail below. The members of the committees are:

Audit Committee

• Teuvo Salminen (chairman)
• Conny Karlsson

Remuneration Committee

• Nora Kerppola (chairman)
• Koen Dejonckheere
• Claes de Neergaard

Nomination Committee

• Heikki Westerlund (chairman)
• Koen Dejonckheere
• Teuvo Salminen

Remuneration Committee

The task of the Remuneration Committee is to improve the efficient preparation of matters pertaining to the remuneration of the CEO and other executives of the company, appointment of the executives as well as the remuneration policy covering the company's other personnel.

The committee has no autonomous decision-making power and the Board makes decisions within its competence collectively. The Board remains responsible for the duties assigned to the committee.

The main duty of the Remuneration Committee is to assist the Board by preparing the Board decisions concerning:

• company executive remuneration principles and individual situations as required
• company's overall principles for total compensation structure.

The committee shall further contribute to securing:

• objectivity in decision-making regarding remuneration issues in the company
• the systematic alignment of remuneration principles and practice with company strategy and its long-term and short-term goals
• the transparency of the company's remuneration programs.

Nomination Committee

The task of the Nomination Committee is to improve the efficient preparation of matters pertaining to the nomination and remuneration of Board members. The main duty of the committee is to give proposals to the AGM on the composition of the Board and on the compensation for the Board members.

Audit Committee

The main duties of the Audit Committee are:

• monitoring the reporting process of financial statements
• supervising the financial reporting process
• monitoring the efficiency of the company's internal control, internal audit, and risk management systems
• reviewing the description of the main features of the internal control and risk management systems pertaining to the financial reporting process
• monitoring the statutory audit of the financial statements and consolidated financial statements
• evaluating the independence of the statutory auditor or audit company, particularly the provision of related services
• preparing the proposal for resolution on the election of the auditor.