The Sustainability and Personnel Committee of Board of Directors

The Board of Directors of Tokmanni Group Corporation decided to establish in October 2023 a new Board committee to prepare matters pertaining to sustainability and personnel. The Sustainability and Personnel Committee assists the Board of Directors of Tokmanni Group Corporation in matters that concern the environment, society and good governance (ESG).

The Committee also assists the Board in matters that concern the remuneration, performance evaluation, appointments and succession planning of the Group’s CEO and other senior executives. The Committee also assists the Board in the preparation and review of the Group’s remuneration policy and annual remuneration report. Under the authorisation of the Board, the Committee reviews and approves the setting and achievement of short- and long-term incentive bonus targets and approves the payment of incentives to the Group’s CEO and other senior executives.

Main duties of the Committee

to oversee the control environment for sustainability data
to monitor the quality and reliability of sustainability reporting
to monitor the statutory verification of the sustainability report
to monitor and evaluating the effectiveness of sustainability-related systems and processes
to assess the competence and performance of the sustainability data verifier and monitoring the verifier’s independence
to prepare a proposal for a resolution on the selection of the sustainability data verifier
to assess compliance with sustainability-related laws, regulations, and company procedures
to inform the Board of Directors of the findings of the verification of the sustainability report
to prepare key principles and practices related to remuneration
to prepare the remuneration of Group CEO and other terms of the Group CEO’s service contract and the remuneration and other terms of employment of the Executive Team
to prepare the incentive and retention programmes for the Group CEO and the Executive Team
to evaluate the performance of the Group CEO and the Executive Team
to prepare the appointment of the Group CEO and the Executive Team
succession planning for the Group CEO and the Executive Group and management development
to prepare the remuneration policy of governing bodies for the Annual General Meeting
to prepare the annual remuneration reporting in accordance with the recommendations of the valid Finnish Corporate Governance Code for listed companies.

The term of office of the members is one year, and it will end at the close of the Annual General Meeting following their election.

Composition and term of office of the Committee

At its first meeting following the Annual General Meeting, the Board of Directors will elect three of its members to the People and Sustainability Committee and appoint one of them as the Committee Chair. The term of office of the members is one year, and it will end at the close of the Annual General Meeting following their election.

The Committee consists of at least three members of the Board of Directors, the majority of whom must be independent of the Tokmanni Group. The members of the Committee must have the expertise and experience required for the duties and responsibilities of the Committee. The members of the Committee should have experience in sustainability matters, executive remuneration and employee benefits. In addition to the members of the Committee, the Group CEO, CFO, and the Chief People, Culture and Sustainability Officer, may attend the meetings of the Committee if invited to do so.

The following members to the Sustainability and Personnel Committee: Erja Hyrsky, Eja Tuominen and Ulla Serlenius. Ulla Serlenius acts as Chairman of the Committee. All members of the Committee are independent of the company and the company’s major shareholders.