BOARD OF DIRECTORS

The Board of Directors is responsible for the Company’s management and the proper organization of the Company's operations. The Board of Directors oversees the operations and management of the Company and decides on significant matters concerning the Company’s strategy, organization, financing and investments. The Board’s duties and responsibilities are primarily determined by the Articles of Association and the Finnish Limited Liability Companies Act. The Board of Directors annually approves a working order establishing the meeting practice and the duties of the Board of Directors. The meetings are attended, in addition to the members, by the Chief Executive Officer and, by separate invitation, the Chief Financial Officer and, if appropriate, an external Board secretary.

Members of the Board of Directors

The duties of the Board of Directors according to the working order are:

To be responsible for the duties laid down for a Board of Directors in the Finnish Limited Liability Companies Act, the Articles of Association or elsewhere;
To approve the Company’s strategy and goals;
To approve the Company’s values and ethical principles;
To approve the Company’s management system and organizational structure;
To approve the action plan and essential amendments to it;
To approve the Company’s internal control and risk management practices and to supervise compliance with them;
To approve the interim reports, the financial statement and the report of the Board of Directors;
To be responsible for information activities relating to financial market steering information;
To approve the Company’s financing policy;
To be responsible for the Company’s value development and define the Company’s dividend policy;
To approve corporate and business transactions and major single investments and contingent liabilities;
To approve the Company’s incentive system and policy;
To appoint and to dismiss the Company’s Chief Executive Officer and decide on his contract terms and conditions, and on his remuneration;
To decide on the appointment of a deputy Chief Executive Officer;
To decide on changes concerning the Group structure;
To be responsible for the development of the Company’s Corporate Governance practices;
To perform a self-assessment of the Board of Directors’ activities;
To assess the activities of the Chief Executive Officer and provide feedback.

According to the Articles of Association, Cencorp’s Board of Directors comprises at least three and up to six members. The Board members are elected by the General Meeting for one term at a time. Their term begins at the end of the General Meeting at which the election was conducted and terminates at the end of the Annual General Meeting following their election. The Articles of Association impose no restrictions on the General Meeting's power to appoint members to the Board. The Board of Directors elects a Chair and Vice Chair from among its members. The Board constitutes a quorum when more than half of its members are present.

The Board of Directors convened eighteen times in 2010. The attendance rate of the Board members was 100 percent.

The Board of Directors assesses the independence of its members of the company and of its major shareholders. According to the assessment, among the Board members, Ismo Rautiainen is independent of the company and of its major shareholders.

Board Committees

In 2008, the Company's Board of Directors decided to discontinue the nomination and remuneration committee, as the addressing of these issues does not require preparation of matters by a group smaller than the entire Board of Directors.

The company's Board of Directors has not set up a separate audit committee because the scope of the company's business does not require matters related to financial reporting and supervision to be prepared by a group smaller than the entire Board of Directors.

The Board of Directors shall handle the duties of the nomination and remuneration committee and the audit committee.