Charter of Board of Directors

The Vaisala Board operates in accordance with an approved charter. The principal matters dealt with by the Board are:

to assume responsibility for the duties stipulated for the Board of Directors in the Limited Liability Companies Act, the Articles of Association and elsewhere;

to decide on Group strategy;

to review and approve the interim reports, consolidated financial statements and the Board of Director’s report;

to deal with the Group’s business plan, budget and investment plan;

to decide on individual investments, acquisitions, divestments or corporate restructuring and contingent liabilities that are strategically or financially significant;

to confirm the Group’s risk management and reporting procedures;

to confirm the Group’s insurance policy;

to approve the Group’s financing policy;

to decide on the compensation and incentive schemes for Group management;

to make proposals concerning the distribution of dividends to the Annual General Meeting;

to appoint the company’s President and CEO and decide on his compensation;

to approve the recruitment and salaries of the CEO’s immediate subordinates; and

to evaluate its own operations on an annual basis under the leadership of the Chairman.

Annual report 2009

Charter of Board of Directors