Board of Directors

The Annual General Meeting of 2008 resolved that the Board of Directors shall consist of seven (7) ordinary members. The AGM re-elected the following members to the Board of Directors: Henrik Ehrnrooth, Pekka Ala-Pietilä, Heikki Lehtonen, Harri Piehl, Karen de Segundo and Franz Steinegger. In addition, the AGM elected Alexis Fries, M.Sc. (Physics), as new member of the Board. The Directors Pekka Ala-Pietilä, Alexis Fries, Heikki Lehtonen, Harri Piehl, Karen de Segundo and Franz Steinegger are independent of the Company and its shareholders. Henrik Ehrnrooth acts as Chairman of the Board and Heikki Lehtonen as Vice Chairman.

The duties of the Board are specified in the Companies Act, according to which the Board sees to the governance and the proper management of the operations of the Company, and is responsible for the appropriate organising of accounting and financial matters of the Company. The Articles of the Company do not define other duties of the Board. The Board has authority to act in all matters not reserved by law or the Articles to another governing body.

The Board meets as often as necessary to properly fulfil its duties. The Board agrees well in advance on its annual meeting schedule. In 2007, the Board of Directors convened eleven (11) times. The average participation of Directors in the meetings was ninety-six (96) per cent. The Board evaluates its performance and working methods annually.

The Board constitutes a quorum when more than half of its members are present. Decisions are made with a simple majority. In case of a tie, the Chairman shall have the casting vote.

The Board has adopted for itself a Charter. According to the Charter, the following matters shall be handled at the Board meetings:

Law, regulations and rules

• Matters specified as the Board's duties by the Finnish Companies Act, other applicable legislation and the Articles
• Approval and regular review of corporate governance
• Adoption of charters for the Board and its committees

General Meetings of Shareholders

• Proposal on dividend distribution and other proposals to the General Meetings of Shareholders

Strategy and business

• Approval of the strategic direction, strategically important or major acquisitions and divestments, and supervisory and control policies
• Approval of business matters in accordance with the Pöyry Authorities and Approval Matrix and handling of matters which are of significant and extensive nature to the Company
• Reports of the President and CEO to the Board

Organisation structure and Group management

• Approval of the business organisation structure of Pöyry
• Appointment and discharge of the President and CEO of the Company and his/her Deputy, and approval of the compensation and other terms of their service contracts
• Approval of the appointments and dismissals of the members of the Group Executive Committee and other direct subordinates of the President and CEO of the Company

Financial control

• Approval of the interim reports and annual accounts and related public announcements
• Approval of the Group level annual budgets and action plans
• Approval of loans, guarantees and investments in accordance with the Pöyry Authorities and Approval Matrix
• Approval of financial control procedures

Committees of the Board of Directors

• Appointment of the members and Chairmen of the committees of the Board
• Proposals and reports of the committees of the Board

Other

• Review of the Group's risk management processes
• Other matters submitted to the Board by a Director, or by the President and CEO or his/her Deputy