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Members of the Board of Directors

According to the Articles of Association, the Board of Directors is tasked with duties within its competence under the Companies Act. It has drawn up a written Charter defining its key duties and procedures. The following is a description of the essential contents of the Charter. The Board of Directors is in charge of Corporate Governance and the due organization of the Company’s operations.

The Board of Directors shall see to the administration of the Company and the appropriate organization of its operations in accordance with the Finnish Companies Act, Articles of Association and the Charters of the Board or its Committees. It decides on convening, prepares the agenda for the shareholders’ meeting and ensures the practical implementation of decisions taken therein. In addition, the Board of Directors decides on authorizations for representing the Company.

The Board of Directors’ key duties include matters which, in view of the scope and type of the Company’s operations, involve substantial or wide-ranging effects. These include establishing the Company’s long-term goals and the strategy for achieving them, approving the annual business plans and budget, defining and approving corporate policies in key management control areas, approving the Company’s organizational structure and appointing the CEO, his deputy and members of the Tikkurila Management Board. The Board of Directors approves the Company’s investment policy and major investments and divestments. It also approves the group treasury policy, the major long-term loans and the guarantees issued by the Company.

The Board’s duties include ensuring that the Company has adequate planning, information and control systems and resources for monitoring results and managing risks in operations. The Board of Directors monitors and evaluates the performance of the CEO, his deputy and members of the Tikkurila Management Board and decides upon their remuneration and benefits. The Board’s duty is to ensure continuation of the business operations through succession planning for key persons. The Board defines and approves the main principles for the incentive bonus systems within the Company.

The Board of Directors also manages other tasks within its competence under the Companies Act. It is responsible for the due organization of the supervision of the Company’s accounting and asset-liability management. The Board of Directors sees to it that the Company’s financial statements give a true and fair view of the Company’s affairs, that the consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) and the parent company’s financial statements are conformant to the acts and regulations in force in Finland (FAS). The Board of Directors’ meetings discuss the Company’s profit performance at monthly level. The Board of Directors discusses the Company’s audit with the auditor. The Board of Directors evaluates its performance and working methods on an annual basis.

When designing the composition of the Board of Directors, the Nomination Board of Tikkurila assesses the composition from the viewpoint of the company’s current and future business needs, while taking into account the diversity of the Board.
 
The diversity of the Board of Directors will be assessed from various viewpoints. Tikkurila’s Board of Directors shall have sufficient and complementary experience and expertise in the key industries and markets relevant to Tikkurila’s business. In addition, an essential element is the personal characteristics of the members and their diversity.

Professional expertise: Knowledge of the company’s value creation drivers, Industry, Relevant markets, Accounting and finance and Governance

Personal characteristics: Education, Gender, Age, Personality, Culture

Objective: The company's aim is that the Board of Directors represent expertise in different industries and markets, diverse professional and educational background, diverse age distribution and both genders. Concerning gender diversity, the objective is that both genders are represented in the Board by at least two members.

Reporting: The realization of the diversity principles is monitored and reported in the company's Corporate Governance Statement and Corporate Responsibility Report.