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Remuneration Committee

In addition to the Chairman of the Board of Directors, the Remuneration Committee comprises one or more directors, who must normally be independent both of the Company and of the Company management, elected by the General Meeting.

Members of the Remuneration Committee must possess the required knowledge and experience of remuneration matters relating to senior executives. The CEO attends Committee meetings to report on matters. The duties of the Remuneration Committee are stated in the Board’s rules of procedure. The Remuneration Committee submits proposals to the Board of Directors regarding the CEO’s salary and other employment terms and conditions, sets salaries and employment terms and conditions for other members of the Group Executive Committee, and sets limits regarding the salary and employment terms and conditions for other senior executives.

The Remuneration Committee’s duties otherwise include preparing resolutions for adoption by the Board on issues concerning remuneration principles, preparing the Board’s proposal for guidelines for determining the salary and other remuneration of the CEO and other members of the Company’s senior management, as well as monitoring and evaluating the application thereof. The Remuneration Committee also monitors and evaluates programs regarding variable remuneration of members of the Company’s senior management.

During 2016, the Remuneration Committee held six meetings at which minutes were taken. The Remuneration Committee comprised Bengt Kjell, chairman, John Tulloch and Matti Lievonen (who replaced Kim Gran following the AGM held on April 7, 2016). The CEO is co-opted to the Committee, but does not participate in discussions concerning his own salary and employment terms and conditions.