Board of Directors

The Board of Directors is responsible for the administration and the proper organization of the operations of the company. The Board acts in accordance with the Articles of Association and the applicable legislation as well as the instructions and recommendations of the Financial Supervisory Authority and Nasdaq Helsinki Ltd. In accordance with the Articles of Association, Vaisala Corporation Board of Directors comprises at least four and maximum eight members. The Annual General Meeting elects all Board members. The Board of Directors elects a Chairman and a Vice Chairman from among its members. Under the Articles of Association, the term of the Board members is three years. The term begins at the close of the General Meeting in which the member is elected and ends at the close of the third subsequent Annual General Meeting following the member’s election.

Corporate Governance Statement 2019

The primary goal in Board member election is to gather to the Board of Directors capability, expertise, and experience from various technologies, international relations, global business, and strategically significant industries. The Board should be considered as a whole that is capable of managing its tasks and duties in the best possible way. The goal of the election of the members of the Board of Directors is to ensure that the Board supports the development of the company’s current and future business. In addition, the Board should consist of members of both genders and the members should have the chance to allocate a sufficient amount of time to managing their tasks. The goal is that at least 25% of Board members are always men and women. Vaisala Board of Directors in 2019 represents adequate expertise and experience as well as diversity on the established goals.

The majority of the Board members must be independent of the company, and at least two members in this majority must be independent of the company’s major shareholders. The Board of Directors evaluates the independence of the members annually based on overall evaluation. This evaluation of a member takes into account information and analysis provided by the member himself/herself.

Corporate Governance Statement 2019

The Board of Directors convenes at least eight times a year and if otherwise needed. The President and CEO and the Chief Financial Officer also attend Board meetings. The other members of the Management Group attend Board meetings as required on the invitation of the Board of Directors. The Board of Directors may, on the basis of the Chairman’s decision, establish working groups from among its members in individual cases to prepare the matters allocated for it in order to ensure the effective organization of the Board of Directors’ work.

The Board of Directors operates in accordance with an approved written charter, published on the company’s website. Meetings may, if necessary, be held as conference calls or e-mail meetings. Minutes of meetings are compiled in English, with annually running numbering. The General Counsel acts as the Secretary of the Board of Directors.

A member of the Board of Directors is not allowed to participate if he/ she is biased in that issue between him/her and the company or between the company and a third party when there is possibility to achieve essential advantage to him/her, which may conflict with the company’s interest.

The members of the Board of Directors are bound by obligations related to commercial and trade secrets as well as by the restrictions and requirements of the Market Abuse Regulation (EU) N:o 596/2014 (MAR) and the restrictions and obligations of Vaisala’s Insider Policy. In their decision-making and other activities, the Board and its members must act in accordance with the interest of the company and all its shareholders as well as in accordance with the principles of due care and data protection.

The Board will have a quorum when more than half of the members are present. Decisions are made on a simple majority basis, and when the votes are even, the Chairman has the casting vote. When the votes for election of the Chairman are even, the Chairman is elected by drawing lots.

The President and CEO is responsible for the execution of the Board of Directors’ decisions and reports to the Board on deficiencies or problems observed during the execution.

Main responsibilities of the Board of Directors are

• to decide on the election and dismissal of the President and CEO
• to decide on the employment terms of the President and CEO
• to decide on the election and dismissal of the members of the

Management Group and their job descriptions based on the President and CEO’s proposition

• to ensure that the company has organized internal control of accounting and financial management as well as to monitor  the effectiveness of supervision
• to determine the company’s strategy and oversee its implementation and to approve the strategic plans of the business areas
• to determine the company’s long-term targets and to monitor their implementation and to accept business areas’ long-term targets
• to assess the company’s and its business areas’ annual action plans
• to approve the company’s and its business areas’ financial targets
• to make the business decisions, the value of which exceeds the approval limit of the President and CEO according to the Approval Policy, such as business reorganizations, acquisitions and divestitures, major contracts and liabilities, investments, and financing arrangements
• to review and approve the company’s most important policies and instructions, such as Approval Policy, Treasury Policy, Disclosure Policy, Dividend Policy, Risk Management Policy, Insider Policy, Code of Conduct, and Anti-Corruption Policy
• to decide on management remuneration and incentive systems

Corporate Governance Statement 2019

Charter for the Board of Directors

The Board of Directors has two permanent committees: Audit Committee and Remuneration and HR Committee. The members and the chairs of the Committees are appointed annually from among the members of the Board of Directors in accordance with the charter of the respective committee.

Audit Committee

The Audit Committee assists the Board of Directors in supervising the company’s accounting and asset management, risk management, as well as in organizing internal controls and external and internal audit. The Audit Committee manages its tasks in accordance with the charter approved by the Board of Directors, the Securities Market Association’s Finnish Corporate Governance Code, as well as the applicable laws and regulations. The Audit Committee’s charter is published as part of the charter of the Board of Directors on the company’s website. The Audit Committee reports regularly about its meetings to the Board of Directors.

The Audit Committee comprises at least three members, appointed annually by the Board of Directors from among its members. The members of the committee must be independent of the company, and at least one member must also be independent of significant shareholders of the company. A member of the Audit Committee may not participate in the company’s or its group company’s daily management.

Corporate Governance Statement 2019