ASPOCOMP GROUP’S CORPORATE GOVERNANCE AND BOARD COMMITTEES

ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE Nov 2,2001 at 9:15   1(4)

ASPOCOMP GROUP’S CORPORATE GOVERNANCE AND BOARD COMMITTEES
The Board of Directors of Aspocomp Group Oyj has prepared the

attached Corporate Governance principles that it believes to enhance

the equal treatment of the shareholders.

The Board of Directors of Aspocomp Group Oyj has also nominated from

among its Members the following three Committees:

The members of the Compensation Committee are the Chairman of the

Board Jorma Eloranta and the Vice-Chairman Karl Van Horn.

The members of the Auditing Committee are Gustav Nyberg and Karl Van

Horn.

The members of the Nomination Committee are Jorma Eloranta and Aimo

Eloholma.
Vantaa, November 2, 2001
The Board of Directors
For further information, please contact President and CEO Jarmo Niemi

at +358 9 759 70711.
ASPOCOMP GROUP Oyj
Jarmo Niemi

President and CEO
DISTRIBUTION:

Helsinki Exchanges

Press and Media

www.aspocomp.com
Enclosure:

Aspocomp Group Corporate Governance
Enclosure 1
Corporate Governance
1. GENERAL

These principles represent the view of the Board of Directors of

Aspocomp Group Oyj as to proper Corporate Governance. By following

these principles the Board of Directors believes that shareholder

value will be enhanced. These principles ensure that shareholder

rights are protected and that all shareholders are treated equally.

These principles also ensure that the strategic guidance of the

company, effective supervision of the management by the Board of

Directors and the accountability of the Board of Directors to the

company and the shareholders are in control.
2. GROUP STRUCTURE

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The ultimate parent of the Group is Aspocomp Group Oyj and its

statutory bodies are the Annual General Meeting of Shareholders

(AGM), the Board of Directors (Board) and the President and Chief

Executive Officer (CEO) and his/her Deputy.

To clarify the modes of operation in the securities markets as a

listed company the Board of Directors of Aspocomp Group Oyj has

decided to comply with the Guidelines for Insiders prepared by the

Helsinki Exchanges, the Central Chamber of Commerce and the

Confederation of Finnish Industry and Employers. In addition to the

statutory insiders the following persons are permanent insiders of

Aspocomp Group Oyj according to company-specific applications of the

Guidelines for Insiders:
– Members of the Executive Committee

– Secretary of the Board of Directors

– Managing Directors of the subsidiaries

– Personnel of Aspocomp Group Oyj
3. THE RESPONSIBILITIES AND DUTIES OF THE AGM
The AGM is the highest decision making body of the Group and it

convenes once a year. Issues decided at the AGM are in accordance

with the Finnish Companies Act, if not stated otherwise in the

Articles of Association of Aspocomp Group Oyj (available at

www.aspocomp.com).

Among the above-mentioned issues are:

– amendments to the Articles of Association

– approval of the financial statements

– dividend distribution

– election of the Board  Members

– election of the Auditors

– remuneration of the Board Members and the Auditors
An extraordinary General Meeting of Shareholders shall be held when

considered necessary by the Board of Directors or when so required in

accordance with the Finnish Companies Act.
4. THE RESPONSIBILITIES AND DUTIES OF THE BOARD
The Board acts within the powers and responsibilities defined in the

Finnish Companies Act and in other applicable legislation, as well as

in the Aspocomp Articles of Association

The Board has the primary duty to exercise its fiduciary

responsibility in the best interests of the Group and its

shareholders by building long-term shareholder value. Where Board’s

decisions may affect different shareholders differently, the Board

should treat all shareholders fairly.

The AGM decides the number of the Board Members and elects new

Members to replace those, whose term is expiring and, if necessary,

other Board Members. The Members are elected for a term of two years.

The Board consists of no less than four and no more than eight

Members.
The main duties of the Board include:

– approving the Group business strategies

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– evaluating and approving business plans and monitoring their

implementation and taking corrective measures, if needed

– approving of the 12 months’ rolling total amount of capital

investments and deciding on major investments, acquisitions and the

disposal of assets

– deciding on the dividend policy and preparing a dividend

distribution proposal for the AGM

– monitoring and managing potential conflicts of interests between

the management, the Board Members and the shareholders, including

misuse of corporate assets and abuse of related transactions

– confirming the Group organizational structure

– appointing and dismissing the Chairman of the Board and his/her

Deputy

– appointing and dismissing the CEO and his/her Deputy

– establishing performance criteria and compensation package for the

CEO and regularly reviewing the CEO’s performance against the above-

mentioned criteria

– approving and maintaining the CEO’s succession plan

– establishing performance criteria for the Board itself and

periodically reviewing its performance against those criteria

– setting the guidelines for accounting principles and  risk

management as well as for internal control

– appointing the Board Committees
After the AGM, the Board decides the number of its annual meetings.

Typically, four meetings are reserved for the preparation and

handling of the interim reports, as well as the annual reports. At

the other meetings the Board exercises its role as a value creator by

setting the Group’s objectives and strategy.
4.1 Board Committees

Compensation Committee

– prepares and presents the remuneration principles and incentive

systems for the CEO and his/her Deputy prior to their submission to

the Board

– approves salaries and other benefits for the Executive Committee

(ExeCom) members based on the CEO’s proposal

Audit Committee

– reviews and monitors the accounting policies, financial statements,

financial reporting processes, all aspects of risk management and the

findings of the auditors

– monitors internal control structure and legal and other statutory

obligations of the Group

Nomination Committee

– prepares proposals for the Board, which in turn forwards them to

the AGM in order to handle issues  concerning the Board Members

lists the skill set that it seeks for executive candidates and

informs the shareholders about it. At minimum, the core competencies

should address: knowledge related to accounting or finance,

international markets knowledge, business or management experience,

industry knowledge, client experience or perspective, crisis response

or leadership of strategic planning and English language skills
THE RESPONSIBILITIES AND DUTIES OF THE CEO AND THE EXECUTIVE

COMMITTEE (ExeCom)

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The CEO is responsible for the management and control of the Group’s

business in accordance with the instructions and decisions of the

Board. The members of the ExeCom are appointed by the Board on the

basis of the proposals of the CEO. The ExeCom supports the CEO in

his/her work. The members of the ExeCom are responsible for

organizing and supervising the management of the Group in practice.

In the event of the CEO being temporarily indisposed, the Deputy

holds his/her authority on significant issues. The CEO acts as a

Chairman of the ExeCom. The ExeCom meets on a monthly basis.
5.1 Control Systems
The Board has the ultimate responsibility for the accounting and

internal control of the Group. The CEO is responsible for organizing

the accounting and control systems in practice.

Aspocomp Group Oyj and its subsidiaries are separate legal entities

in different countries. The bookkeeping of the separate companies and

their tax-related issues are taken care of consistently in accordance

with the legislation and other rules prevailing in the home countries

of these companies.

The CEO and the members of the ExeCom are responsible for ensuring

that the day-to-day operations are carried out in compliance with the

law, the Management System of the Group and the decisions of the

Board.
The financial management reporting of the Group is based on the

financial statements of the Group companies.

The accounts of each Group company, both wholly owned subsidiaries

and subsidiaries with a minority, are subject to an annual external

audit. Each subsidiary has its own auditor appointed by its

respective AGM. All reports and other information issued by the

auditors are shared with the Auditors of the parent company. Each

Joint Venture Company has its own auditor appointed by its respective

AGM. The auditors of the Joint Venture Companies will co-operate with

the Group Auditors.

Every year the Auditor in charge of the auditing of the parent

company and the Group management prepare jointly an auditing program

for all Group companies.

The Auditors issue an Auditors’ Report to the shareholders on the

annual financial statements of each of the Group companies and the

whole Group, as required by the law. In addition, they report their

findings to the CEO and the Board at least twice a year. The Board

and the Auditors meet at least once a year without the presence of

the CEO or other management.
The above principles include the recommendation of the Helsinki Stock

Exchange to comply with the corporate governance guidelines prepared

by the Finnish Central Chamber of Commerce and the Confederation of

Finnish Industry and Employers in 1997.