Corporate Governance

The duties and responsibilities of the Audit Committee include, among other things, to

• Oversight of financial reporting, such as to monitor and assess the reporting process of financial statements and review with the external auditor the annual financial statements and half-year reports and business reviews before submission to the Board for final approval; review and assess with the external auditors the results of the audit; review internal controls and monitor the effectiveness of the Company’s procedures for internal control over financial reporting; review the Company’s key accounting policies and principles; monitor the related party transactions and address any possible conflicts; monitor the Company’s financial position; evaluate the use and presentation of alternative performance measures;

• Oversight of sustainability reporting, such as to monitor and assess the sustainability reporting process and review the sustainability statement with the external sustainability assurance provider before submission to the Board for final approval; review and assess the results of the assurance with the external sustainability assurance provider; review internal controls and monitor the effectiveness of the Company’s procedures for internal control over sustainability reporting; review the Company’s key sustainability policies and principles; evaluate the performance of key sustainability targets;

• Risk management, such as to monitor and review the effectiveness of the Company’s risk management system, including the risk profile of Puuilo group and make such recommendations as the Committee considers desirable and review the risk management-related statements to be included in the financial reports; assess the effectiveness of the internal controls and the internal control system; assess principles related to internal controls and risk management of the Company’s financial reporting and sustainability processes; receive and review reports from the management on any material financial risks and litigation or claim against or raised by any Puuilo group company;

• Auditors and external audit, such as, for the purposes of each Annual General Meeting and otherwise as necessary, prepare a resolution proposal to the shareholders as to the election and fees of the external auditor(s) and remuneration principles; initiate the process regarding rotation of the auditor; evaluate the audit plan as well as the scope and quality of the external audit and review audit fees; evaluate the independence of the auditors; approve and follow up on non-audit services provided by the auditors; when needed, meet separately with external auditors to discuss any matters in addition to the duties required by regulations that might be relevant for the internal controls; review and confirm the independence of external auditors, also in relation to the non-audit services; review and evaluate the process of selecting external auditors and follow any regulatory changes regarding auditor selection as well as auditor and audit firm rotation requirements;

• Sustainability Assurance provider and external assurance, such as, for the purposes of each Annual General Meeting and otherwise as necessary, prepare a resolution proposal to the shareholders as to the election and fees of the sustainability assurance provider and remuneration principles; evaluate the sustainability assurance plan as well as the scope and quality of the external assurance and review assurance fees; review and evaluate the process of selecting sustainability assurance provider and follow any regulatory changes regarding sustainability assurance provider selection.

• Internal audit, such as to approve the internal audit guidelines, audit activities and resourcing of the internal audit function; assess the scope and quality of the internal audit as well as approve the internal audit plan and review its implementation; review the summary reports of the internal audit and the management's response;

• Legal, compliance and governance, such as to review major legal disputes and other legal matters together with the General Counsel of the Company and/or external legal advisor; review the Company's Corporate Governance Statement including the description of the main features of the internal control and risk management systems in relation to the financial reporting and sustainability processes, which are included in the Company's Corporate Governance Statement; establish principles concerning the monitoring and assessment of related party transactions; and

• Other tasks assigned by the Board.

The duties and responsibilities of the HR and Remuneration Committee include

• Remuneration, such as preparing proposals on the total remuneration of the CEO and the members of the Management Team; monitoring the competitiveness of remuneration and market practices relating to remuneration of the CEO and the Management Team; preparing the Remuneration Policy and the Remuneration Report for submission to the General Meeting; designing long-term incentive plans (LTI) and other remuneration arrangements to attract and retain talent; and monitoring fairness and transparency in the principles applied to remuneration.
• Personnel and Organisation, such as ensuring that measures to develop management and organisational structures are adequate and effective; reviewing the results of employee satisfaction surveys; and assessing personnel-related risks and their management.
• Leadership and Succession Planning, such as reporting to the Board of Directors, in cooperation with the CEO, on the potential successor identified for each key role (including the CEO), assessing the composition of the Management Team and the adequacy of its competence and capabilities; and participating in the annual evaluation of the CEO.