Agenda of Lassila & Tikanoja plc’s Personnel Committee

The Board of Directors approved this agenda on 16 March 2017, electing from among its members Heikki Bergholm as Chairman and Miikka Maijala and Laura Lares as members of the Personnel Committee, for the period up to the Annual General Meeting.

This agenda defines the core tasks and operating principles of the Personnel Committee (here-inafter “the Committee”) of Lassila & Tikanoja plc’s Board of Directors. The Board will check the agenda annually at its organisational meeting following the Annual General Meeting.

Purpose of the Personnel Committee

The Committee is a body established by the Board of Directors of Lassila & Tikanoja plc for the purpose of handling and preparing issues related to the remuneration of management and person-nel in the Lassila & Tikanoja Group, as well as certain management appointments and the drafting of motions related to these issues, for consideration by the Board. The Committee has no inde-pendent decision-making power, its role being limited to making statements to the Board.

Composition and meetings

The Committee has at least two members. The Board shall elect members of the Committee from among its members on an annual basis, for the duration of the Board's term. In compliance with the Corporate Governance Code for Listed Companies in Finland, all members must be independent of the company. On an annual basis, the Board of Directors shall likewise select one member as Chairman of the Committee, for the term of the Board.

Meetings of the Committee shall be convened by the Chairman and held at least twice a year. In addition to the Committee members, the President and CEO, and the Human Resources Director acting as the Secretary to the Committee, shall participate in the meetings as a rule, but the Com-mittee may also convene in their absence. If necessary, the Committee can invite experts to be heard at the meetings.

The Committee shall report on its activities to the Board of Directors. Primarily, reporting consists of the Committee providing Board members with minutes of the Committee’s meetings. Additionally, the Chairman of the Committee may report orally to the Board of Directors in Board meetings.

Minutes of Committee meetings are kept and archived at the company.

Committee’s Duties

The duties of the Committee include:
1. Handling, evaluating and making statements on the salary structure of the Group management and staff and remuneration and incentive schemes;
2. Monitoring the functionality of the remuneration systems, to ensure that the management’s incen-tive schemes promote the achievement of the company's targets and are based on personal per-formance;
3. Handling and preparing executive appointment issues for consideration by the Board of Directors.
4. Handling and preparing issues related to the structure of the organisation and development of management and human resources.