The Board of Directors approved this charter on 17 March 2011, electing from among its members Heikki Bergholm as Chairman and Matti Kavetvuo and Hille Korhonen as members of the remu-neration committee, for the period up to the Annual General Meeting.
This charter defines the core tasks and operating principles of the remuneration committee (here-inafter “the committee”) of Lassila & Tikanoja plc’s Board of Directors. The Board will check the charter annually at its constitutive meeting following the Annual General Meeting.
Purpose of the Remuneration Committee
The remuneration committee is a body established by the Board of Directors of Lassila & Tikanoja plc. This body aims to handle and prepare issues related to the remuneration of management and personnel in the Lassila & Tikanoja Group, as well as management appointments and the drafting of motions related to these issues, for consideration by the Board. The committee has no inde-pendent decision-making power, its role being limited to making statements to the Board. ¨
Composition and meetings
The remuneration committee has at least three members. The Board shall elect members of the committee from among its members on an annual basis, for the duration of the Board's term. In compliance with the Finnish Corporate Governance Code, the majority of members must be independent of the company. On an annual basis, the Board of Directors shall likewise select one member as Chairman of the committee, for the term of the Board.
Meetings of the committee shall be convened by the Chairman and held at least twice a year. In addition to the committee members, President and CEO and CFO acting as the secretary to the committee, shall participate in the meetings, but the committee may also convene in their ab-sence. If necessary, the committee can invite experts to be heard at the meetings.
The committee shall report on its activities to the Board of Directors. Primarily, reporting consists of the committee providing Board members with minutes of the committee’s meetings. Additionally, the Chairman of the committee can report orally to the Board of Directors in Board meetings.
Minutes of committee meetings are kept and archived at the company.
Duties
The duties of the committee include:
• Handling, evaluating and making statements on the salary structure of the Group manage-ment and personnel and remuneration and incentive schemes;
• Monitoring the functionality of the remuneration systems, to ensure that the management’s incentive schemes promote the achievement of the company's targets and are based on personal performance;
• Handling and preparing other questions related to management and personnel remunera-tion and drafting statements to the Board regarding them; and
• Handling and preparing executive appointment issues for consideration by the Board of Di-rectors.