The Sustainability and Personnel Committee of Board of Directors

The Board of Directors of Tokmanni Group Corporation decided to establish in October 2023 a new Board committee to prepare matters pertaining to sustainability and personnel. The Sustainability and Personnel Committee assists the Board of Directors of Tokmanni Group Corporation in matters that concern the environment, society and good governance (ESG). The Committee also assists the Board in matters that concern the remuneration, performance evaluation, appointments and succession planning of the Group’s President and CEO and other senior executives. The Committee also assists the Board in the preparation and review of the Group’s remuneration policy and annual remuneration report. Under the authorisation of the Board, the Committee reviews and approves the setting and achievement of short- and long-term incentive bonus targets and approves the payment of incentives to the Group’s President and CEO and other senior executives.

Main duties of the Committee

• to oversee the control environment for sustainability data
• to monitor the quality and reliability of sustainability reporting
• to monitor the statutory verification of the sustainability report
• to monitor and evaluating the effectiveness of sustainability-related systems and processes
• to assess the competence and performance of the sustainability data verifier and monitoring the verifier’s independence
• to prepare a proposal for a resolution on the selection of the sustainability data verifier
• to assess compliance with sustainability-related laws, regulations, and company procedures
• to inform the Board of Directors of the findings of the verification of the sustainability report
• to prepare key principles and practices related to remuneration
• to prepare the remuneration of Tokmanni’s President and CEO and other terms of the President and CEO’s service contract and the remuneration and other terms of employment of the Executive Group
• to prepare the incentive and retention programmes for the President and CEO and the Executive Group
• to evaluate the performance of the President and CEO and the Executive Group
• to prepare the appointment of the President and CEO and the Executive Group
• succession planning for the President and CEO and the Executive Group and management development
• to prepare the remuneration policy of governing bodies for the Annual General Meeting
• to prepare the annual remuneration reporting in accordance with the recommendations of the valid Finnish Corporate Governance Code for listed companies.

The term of office of the members is one year, and it will end at the close of the Annual General Meeting following their election.

Composition and term of office of the Committee

At its first meeting following the Annual General Meeting, the Board of Directors will elect three of its members to the People and Sustainability Committee and appoint one of them as the Committee Chair. The term of office of the members is one year, and it will end at the close of the Annual General Meeting following their election.

The Committee consists of at least three members of the Board of Directors, the majority of whom must be independent of the Tokmanni Group. The members of the Committee must have the expertise and experience required for the duties and responsibilities of the Committee. The members of the Committee should have experience in sustainability matters, executive remuneration and employee benefits. In addition to the members of the Committee, the Group President and CEO, CFO and the VP, People, Culture and Sustainability, may attend the meetings of the Committee if invited to do so.

The following members to the Sustainability and Personnel Committee: Ulla Serlenius, Eja Tuominen and Harri Sivula. Ulla Serlenius acts as Chairman of the Committee. All members of the Committee are independent of the company and the company’s major shareholders.

The Committee sets its own schedule and convenes as often as necessary to carry out its duties under this Charter. The agenda for each meeting will be drawn up by the Chair of the Committee with the assistance of the appropriate directors of Tokmanni Group. Any member of the Committee may propose an item for inclusion on the agenda. The Chair of the Committee supervises the proceedings of the meetings and is responsible for the tasks assigned to him by the Committee. Committee meetings may be held by telephone or other technical means. The Committee reports regularly to the Board of Directors and submits the minutes of its meetings to the Board.

Evaluation of the Committee’s work

The Sustainability and Personnel Committee carry out a self-evaluation of its own work once a year. The Committee Chair then reports the results to the Board.