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.

董事会在其成员中选出椅子和副主席。根据协会条款，董事会成员的任期为三年。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.

公司治理声明2021

The primary goal in Board member election is to gather capability, expertise, and experience from various technologies, international relations, global business, and strategically significant industries to the Board of Directors. The Board should be considered as a whole that is capable of managing its tasks and duties in the best possible way.

董事会成员选举的目标是确保董事会支持公司当前和未来业务的发展。此外，董事会应由男女组成，并且成员应该有机会分配足够的时间来管理其任务。目的是，董事会中男女至少有25％的代表。

Vaisala complies with the Finnish Corporate Governance Code 2020 in evaluation of the independence of the members of the Board. The majority of the members of the Board 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 evaluates the independence of the members annually based on an overall evaluation. This evaluation of a member takes into account information and analysis provided by the member themself.

VAISALA董事会在2021年代表了足够的专业知识和经验以及既定目标的多样性。2021年的所有董事会成员都独立于公司和公司的主要股东。

公司治理声明2021

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 Chair’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, video meetings, or e-mail meetings. Minutes of the 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 they are biased in that issue between themself and the company or between the company and a third party when there is a possibility to achieve essential advantage to themself, 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 Chair has the casting vote. When the votes for the election of the Chair are even, the Chair is elected by drawing lots.

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

董事会的主要职责是

• 决定总统兼首席执行官的选举和解雇
• 决定总统兼首席执行官的就业条款
• 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
• 评估公司及其业务领域的年度行动计划
• to approve the company and its business areas’ financial targets
• 为了做出业务决策，根据批准政策，其价值超过了总统和首席执行官的批准限制，例如业务重组，收购和剥离，主要合同和债务，投资，投资和融资安排
• 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

公司治理声明2021

Charter for the Board of Directors

The Board of Directors has two permanent committees: Audit Committee as well as Remuneration and HR Committee. The members and 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.

审计委员会

审计委员会协助董事会监督公司的会计和资产管理，风险管理以及组织内部控制以及外部和外部审计。审计委员会根据董事会批准的宪章，证券市场协会的芬兰公司治理法以及适用的法律和法规管理其任务。审计委员会的宪章作为公司网站上的董事会宪章的一部分出版。审计委员会定期向董事会报告其会议。

审计委员会至少由三名成员组成，每年由董事会中的成员任命。委员会成员必须独立于公司，至少一个成员也必须独立于公司的重要股东。审计委员会的成员不得参与该公司或其集团公司的日常管理。审计委员会的成员在构成审计委员会职责的一部分以及与审计有关的强制性任务的一部分方面具有足够的专业知识和经验。

公司治理声明2021

Note! The name of the Remuneration and HR Committee was changed to People and Sustainability Committee as of January 1, 2022.