Board of Directors


The following five members sit on the Board of Digia Plc:


Pekka Sivonen, born 1961, Secondary school graduate in Political Science

Chairman of the Board of Directors since 2005. Founding shareholder of Digia Inc., Board member (1997–2005) and Chairman (2000–2005). CEO of Digia Inc (1997–2000). Currently also a CEO of BlueWhite Resorts Ltd and Chairman of the Board in Comma Group Ltd, and Board member of Technopolis Ventures Ltd. Member of the Finnish Association of Professional Board Members since 2005.

Pertti Kyttälä, born 1950,M.Sc. (Econ.)

Vice Chairman of the Board. Board member since 2005. Currently Managing Director of Peranit Ltd. His previous posts include the CEO of Ltd Radiolinja Ab (1999–2003), IT Director of Helsinki Telephone Company (1997–1999), Managing Director of Ltd Samlink Ab (1994–1997), and Managing Director and Deputy Managing Director of Sp-palvelu Ltd (1991–1994). Before this he served in several positions at SKOP Bank (1985–1990) and OKO Bank (1973–1985). He is a Board member of Valimo Wireless Ltd and the Chairman of the Board of Directors in ASAN Security Technologies Ltd.

Kari Karvinen, born 1959, M.Sc.

Board member since 1990. Co-founder of SysOpen Plc. Chairman of the Board (2002–2005) and Vice Chairman (1999–2002) and (2005–2007). Board professional and independent investor. SysOpen Plc's deputy Managing Director (1990–1999), Director of Planning (1999–2000) and full-time Chairman of the Board (2002–2004). His previous posts include Managing Director and Product Manager at Helsingin PC-Konsultit Ltd (1988–1990), and Product Manager, Software Analyst and Systems Analyst at Sycon Ltd (1982–1988). Board member of Oy Drumso Utveckling Ab. Member of the Finnish Association of Professional Board Members since 2003.

Harri Koponen, born 1962, EMBA

Member of committee since 2008. President and CEO of Tele2 Ab as from august 2008. Previously head in Wataniya Telecom as General Director and CEO (2004-2008). Before that among others as a CEO in Sonera and Sony Ericsson in North and Central America and TeliaSoneras deputy managing director. Board member in Utele International Plc and in Tecnomen Plc. Board member Harri Koponen has on August 4th requested resignation from Digia's Board work because he was nominated as the CEO of Tele2 operator.

Martti Mehtälä, born 1957, M.Sc. (Tech)

Member of the Board since 2007. Served for 12 years as Managing Director of Microsoft Oy until June 2007. Previously worked in managerial sales and marketing positions in Nokia Data and ICL Data Oy, as Dava Oy's Managing Director and Country Director of Computervision Inc. etc. Over 25 years' experience in adapting IT and in sales and marketing in various industries, and broad experience of working in cooperation with Finland's most extensive IT partner network and several foreign partners. Positions of trust have included membership of the National Information Security Advisory Board established by the Ministry of Transport and Communications and of the National Board of Economic Defense.

Elected by the shareholders' meeting, the Board of Directors is in charge of company administration and the appropriate organisation of company operations. Under the Articles of Association, the Board of Directors must consist of a minimum of seven and a maximum of eight members.

The majority of Board members must be independent of the company and a minimum of two of those members must also be independent of the company's major shareholders. The Managing Director or other company employees under Managing Director's direction may not be elected members of the Board.

The term of all Board members expires at the end of the Annual General Meeting following their election. A Board member can be re-elected without limitations on the number of successive terms. The Board of Directors elects its Chairman and Vice Chairman from amongst its members.

The Board has prepared and approved a written agenda for its work. In addition to Board duties prescribed by the Companies Acts and other rules and regulations, Digia's Board of Directors is responsible for issues on its agenda, observing the following guidelines:

Good Board practices require that the Board of Directors, instead of needlessly interfering in details involved in day-to-day operations, concentrate on elaborating the company's short- and long-term strategies.
The Board's general duty is to steer the company's business with a view to maximising shareholder value in the long term while taking account of expectations set by various stakeholder groups; and

Board members are required to perform on the basis of sufficient, relevant and updated information to serve the company's interests. In addition, the Board's agenda:

Defines the Board's annual action plan and provides a preliminary meeting schedule and framework agenda for each meeting;
Provides guidelines for the Board's annual self-assessment;
Provides guidelines for distributing notices of meetings and advance information to the Board and procedures for keeping and adopting minutes;
Defines job descriptions for the Board's Chairperson, members and secretary (the latter position held by the Company Lawyer or, if absent, the Managing Director); and
Defines frameworks within which the Board may set up special committees or working groups.

During 2007, the Board of Directors met 24 times, Board members' meeting attendance rate averaging 92 per cent. This large number of Board meetings was due to active involvement in product/service development and strategy work performed during the financial year, plus mergers and acquisitions. In order to enhance its working practices, the Board of Directors has analysed its activities and working methods. Digia's Board of Directors has set up a nomination committee, a audit committeet and a a compensation committee

The shareholders' meeting decides on emoluments payable to the Board of Directors and grounds for compensation of expenses. On the basis of the Board's decision, Board members may receive reasonable remuneration for work performed based on specific assignments. The company does not grant stock options to Board members for their work on the Board.

The AGM 2007 decided to pay monthly emoluments of EUR 2.000 to Board members, 3.000 to Vice Chairman and 5.000 to Chairman in addition to EUR 400 in fees per meeting. If member of the Board of Directors is an employee of Digia, then he is not intitled to emoluments.

In 2007, the Chairman received a total of EUR 188,200.21 in salary for full-time employment and other benefits.

Committees of the Board of Directors

Compensation Committee

Purpose

Digia's Compensation Committee's purpose is to prepare and follow up incentive schemes in order to ensure that company's targets are met, to ensure the objectivity of decision-making, and to ensure that the incentive schemes are transparent and systematic.

The Compensation Committee prepares and assesses the salaries, compensation, and appointments of the CEO and his/her direct subordinates, as well as the incentive schemes of other personnel. The Compensation Committee is not a decision-making or an executive body. It assists the Board of Directors in any compensation-related decision-making.

The Compensation Committee has a minimum of three (3) and a maximum of five (5) members that the Board selects annually from among its members. The Compensation Committee selects its chairman.

Meetings

The Compensation Committee meets when necessary. The Compensation Committee may invite experts to join its meetings if deemed necessary depending on the matters at hand, and may use outside specialists to assist the Committee in fulfilling its duties. Minutes are kept at the Compensation Committee's meetings and they must be signed by all Committee members present.

Reporting to the Board of directors

The Chairman of the Compensation Committee presents the Committee's statements and proposals to the Board of Directors.

Members in 2008

The members of the compensation committee are

Martti Mehtälä, Chairman
Pertti Kyttälä
Harri Koponen

In 2007, the Compensation Committee met four times.

Audit committee

Purpose

The purpose of the Audit Committee is to assist the Board of Directors in ensuring that the company's financial reporting, accounting methods, financial statements and other financial information provided by the company are balanced, transparent and clear.

Members in 2008

The members of the Audit Committee are

Pertti Kyttälä (Chairman)
Martti Mehtälä
Harri Koponen

In 2007, the Audit Committee met five times.