Composition and Term of Office

In accordance with the Articles of Association, Dovre Group’s Board of Directors is composed of no less than three (3) and no more than eight (8) members. The term of the members of the Board of Directors lasts until the end of the Annual General Meeting following the election.

The Annual General Meeting held on March 17, 2011, decided that the number of board members be five (5).

All members of the Board of Directors are elected at the General Meeting. The Articles of Association do not specify an upper age limit for the members of the Board or restrict the number of terms for them nor does it restrict the authority of the General Meeting in the election of the members of the Board in any other way. One member of the Board is elected Chairman by the Board.

The Annual General Meeting held on March 17, 2011 elected the following persons on the Board of Directors: Ilari Koskelo, Antti Manninen, Jan-Erik (Janne) Mielck, Leena Mäkelä ja Hannu Vaajoensuu.

Upon starting as the Group's CEO on October 1, 2011, Janne Mielck resigned from the Board of Directors on September 30, 2011.

Duties and Operation Principles

Dovre Group Plc’s Board of Directors is responsible for the management and the appropriate arrangement of the corporate governance, operation, accounting and financial management in accordance with the Finnish Companies’ Act, the company’s Articles of Association, the supplementary corporate governance instructions approved by the Board, and the charter.

The Board shall handle all matters that carry financial, operational or principle importance. The Board shall

• decide on the Group strategy,
• decide on the Group structure and organization,
• discuss and adopt interim reports, consolidated financial statements and the Board of Directors’ reviews,
• approve the Group’s policy, budget and investment plan,
• decide on individual investments, acquisitions, divestments, company arrangements and contingent liabilities that are strategically or financially important,
• oversee the risk management and the law conformity of the company’s operations,
• decide on the Group management’s compensation system,
• prepare the dividend policy and be responsible for the development of the shareholder value,
• appoint the CEO of the company, decide on his/her compensation and oversee the top management structure,
• appoint the deputy for the CEO, if needed, and
• be responsible for other duties defined by the Companies’ Act or other regulations

Corporate Governance

Dovre Group Plc follows the recommendations of the Finnish Corporate Governance Code with the following exceptions:

Recommendation 14: The majority of the Board is not independent of the company. Of the four Board members, the Board's Chair Hannu Vaajoensuu and the Vice-Chair Antti Manninen are independent of the company and its significant shareholders.

There are no separate committees of the Board, because the size of the Group's operations and of the Board do not necessitate the preparation of matters in smaller groups than the composition of the Board.

The Board of Directors convenes 10 times per year or more often if necessary. The Board has not assigned its members any particular areas of business for monitoring. The CEO of the company acts as the presenting officer at the meetings. Janne Haapakari from Applex Attorneys Ltd acts as the secretary in the Board meetings. The Board shall evaluate its operations and working methods on a regular basis by conducting a self-evaluation once a year.

Remuneration and Other Benefits of the Board of Directors

The remuneration and expense compensations of the Board of Directors shall be determined on a yearly basis by the Annual General Meeting.