Corporate Governance

General Meeting

General Meeting, which comprises the Company’s shareholders, decides on fundamental business, organisational and operating matters. Its authority and powers are determined by the Commercial Code and the Articles of Association. As a rule, the Board of Directors convenes the General Meeting once a year. Basic information on the General Meeting and its status and authority can be found in Articles 7–13 of the Company’s Articles of Association.

Supervisory Board

The Supervisory Board has fiveteen members and supervises the discharge of the Board of Directors’ powers and the running of the Company’s business. Its composition, authority and powers are determined by the Commercial Code and the Articles of Association. The Supervisory Board shall meet as it finds it appropriate, usually once in a trimester, but no less than 4 times per calendar year. Two thirds of the Supervisory Board members are elected and recalled by the General Meeting, one third of the Supervisory Board members are elected and recalled by employees of the company. Members of the Supervisory Board are elected for tenure of five years. Basic information about the Supervisory Board and its authority can be found in Articles 20–27 of the Company’s the Articles of Association.

Board of Directors

The seven-member Board of Directors is a statutory body which manages the business of the company and acts on its behalf. The Board of Directors decides on all corporate affairs which, by law or the Articles of Association, are not reserved for the General Meeting of the Supervisory Board. As a rule, the Board of Directors meets once every calendar month, but at least 12 times in the course of a calendar year. Members of the Board of Directors are elected and recalled by the Supervisory Board. The tenure of a member of the Board of Directors is five years. Basic information on the Board of Directors and its authority can be found in Articles 14–19 of the Company’s Articles of Association.

Committees of the Supervisory Board

Under its powers, the Supervisory Board sets up committees as its advisory and initiative bodies. Committees of the Supervisory Board are an inherent part of corporate governance. These always include an Audit and Control Committee and a Nomination and Remuneration Committee. Members of committees are elected and recalled by the Supervisory Board. The tenure of a member of a committee is 2,5 years. Committees established by the Supervisory Board can comprise only members of the Supervisory Board. The scope of authority of the Supervisory Board’s committees is set out in Article 26 of the Company’s Articles of Association. As at the end of 2006, the Company had the following committees of the Supervisory Board:

Audit and Control Committee

Nomination and Remuneration Committee

Ethics and Corporate Social Responsibility Committee.