CEO

Ilkka Toivola started as the new CEO effective November 16, 2009. Mr. Toivola’s bio and professional experience are available at this link.

According to the agreement, the CEO compensation consists of EUR 150,000 in annual salary, company-paid mobile phone and car, and a merit payment specified by the Board of Directors. The CEO agreement contains the employee's retirement according to the the Pension Act. The CEO agreement does not include any provision for retirement age. According to Prohas new structure,  Toivola is also CEO of the Dovre business unit.

The merit payment is based on targets that are connected to the profitability of the company and its sub-parts or the successful completion of a structural reorganization of the company. The merit pay cannot surpass the amount of EUR 112,500, for a time period of twelve months, and it is calculated from Proha Plc’s financial statements. The term of notice for the CEO is six months. The CEO agreement includes a termination payment corresponding to six month’s salary.

According to the CEO agreement, the company's CEO was granted January 15, 2010 100,000 options from Proha’s 2007 C- stock option plan at 0,37 euros per option.

Ilari Koskelo acted as the CEO of Proha Plc until November 15, 2009 and as the Vice Chairman of the Board until March 17, 2010. Currently in 2010, Mr. Koskelo continues as the member of the Board. In accordance with the CEO agreement, the compensation paid to the CEO was composed of an annual salary of EUR 12, a company-paid mobile phone and a merit payment specified by the Board of Directors. The CEO agreement did not contain provisions of retirement age or pension.

The merit payment is based on targets that are connected to the profitability of the company and its sub-parts or the successful completion of a structural reorganization of the company. The merit pay cannot surpass the amount of EUR 150,000, for a time period of twelve months. The term of notice for the CEO was one month. The CEO agreement did not include any termination payment.
Mr. Koskelo has no option rights in Proha shares.

Remuneration and other benefits of the Board of Directors

The Annual General Meeting on March 31, 2009, decided that the Chairman of the Board be paid EUR 30,000 and  Board members be paid EUR 20,000 for the period, which lasts until the next Annual General Meeting in 2010. The renumeration will be paid quarterly. The AGM decided that each Board member, who, at the time of election, is employed by or affliaited with the Proha Group, is paid a fee of EUR 300 for each meeting. At the meeting, Ilari Koskelo announced to waive the meeting fee. The travel expenses are reimbursed according to actual costs.

The Annual General Meeting decided that the number of board members be four (4).

In 2009, the Board of Directors convened 20 times, the average participation percentage of the Board meetings was 97.6%.

Deviation from the Corporate Governance Recommendation 14

The majority of Proha's Board is not independent from the company. Out of the four Board members, Chairman Antti Manninen and Hannu Vaajoensuu are independent from the company and from its major shareholders.

Auditors

The Annual General Meeting on March 31, 2009, elected Ernst & Young Oy to continue as the company's auditor, with Ulla Nykky, APA, as the auditor in charge.

Proha Group's audit fees (EUR 1,000)