Board of Directors

The Board of Directors has drawn up written rules of procedure for its operations. In addition, the Board of Directors draws up its own operating principles in accordance with Chapter 7, Section 2 of the Credit Institutions Act to promote and maintain the diversity of board composition and gender balance in the Board.

The United Bankers Plc Board of Directors (the ”UB” or ”the Company”) has the overall responsibility for the proper organization of the administration and operations of the companies belonging to the United Bankers Group (the “Group”). The Board of Directors discusses and decides on all matters that are most significant for the company and the Group.

According to the Limited Liability Companies Act, the Board of Directors is responsible for the company’s administration and the proper organization of its operations. The Board of Directors is responsible for the appropriate arrangement of the control of the company accounts and finances. The Board’s responsibilities also include deciding on the company’s strategy, approving the business plan and budget, and considering and approving the semi-annual report, financial statements and the annual report for the financial year.

As the Board of Directors of the parent company of the investment services group, its responsibilities include defining corporate governance systems that ensure the efficient and stable management of the Company and the Group, as well as supervising and being responsible for their implementation.

The Board directs and supervises the company's executive management, appoints and dismisses the CEO, approves the principles of risk management and ensures the operation of the management system. The Board's task is to promote the interests of the company and all its shareholders. The members of the Board of Directors do not represent the parties who nominated them as members of the company.

The Board of Directors meets at regular intervals at least ten (10) times during the term of office in accordance with a meeting schedule approved in advance by the Board of Directors. In addition, the Board always meets as necessary for additional meetings.

According to the Corporate Governance Code, the Board of Directors assesses the independence of its members and states which of them are independent of the company and which are independent of significant shareholders. In addition, the reasons why a board member is not considered independent must be stated.

According to the Corporate Governance Code, the majority of the members of the Board of Directors must be independent of the company. At least two members of the Board of Directors who are independent of the company must also be independent of the company's significant shareholders as defined in the Corporate Governance Code. The members of the Board of Directors shall also include members deemed independent in accordance with the instructions given by the European Securities and Markets Authority (ESMA) and the European Banking Authority (EBA).

The Board annually evaluates its own operations and working methods. The assessment can be carried out as an internal self-assessment. An external evaluator may also be used to the extent deemed necessary by the Board.

The Remuneration Committee assists the company’s Board in preparing matters related to the employment terms and compensation as well as developing the compensation and incentive systems for management and CEO as well as the entire United Bankers Group.

Remuneration Committee’s tasks include among others:

• processing and submitting to the Board a proposal for the remuneration policy of the institutions of the listed company United Bankers, which defines the principles and decision-making processes for the remuneration of the Board of Directors and the CEO and any deputy CEO;
  
  
• processing and submitting to the Board of Directors a proposal on the remuneration principles and remuneration systems for management and other personnel to be applied in the United Bankers Group;
  
  
• preparation and evaluation of the remuneration of United Bankers CEO and other management team

The chairman and members of the Remuneration Committee are appointed by the company's Board of Directors. The Remuneration Committee consists of at least three (3) members of the Board. The majority of the members of the Remuneration Committee must be independent of United Bankers.

The members of the Remuneration Committee are elected for a term of one (1) year at the organizational meeting of the Board of Directors after the Annual General Meeting. The term of office of the members ends at the Annual General Meeting following the election.

The Board’s remuneration committee consists of Johan Linder (chairman), Tarja Pääkkönen, Lennart Robertsson and Elisabeth Dreijer von Sydow.

The Audit Committee assists the company Board in ensuring that the company has adequate internal control system covering all operations, ensuring that the company’s risk management is arranged appropriately as well as overseeing the validity of the company’s financial reporting processes.

In addition, the committee’s tasks include among others:

• overseeing the validity and reliability of the company’s financial reporting and monitor the content and scope of the statutory audit of the financial statements and consolidated financial statements
  
  
• overseeing the financial reporting process and make recommendations to ensure its reliability;
  
  
• overseeing the establishment of the company’s accounting policies;
  
  
• preparing the proposal on the election and fees of the auditors to be put to the General Meeting
  
  

The chairman and members of the Audit Committee are appointed by the company’s Board of Directors. The Audit Committee consists of at least three (3) members of the Board of Directors, of which two (2) members must be independent of the company and at least one (1) member must be independent of the company’s significant shareholders. At least one (1) member of the Audit Committee shall be an independent person with expertise in particular in the field of accounting, bookkeeping or auditing.

The audit committee consists of Eero Suomela (chairman), Rainer Häggblom and Johan Linder.

The Board of Directors of United Bankers considers diversity as essential in reaching the company’s goals and for the company’s business. The election of people with different ages, different educational backgrounds and experiences strengthens the work of the Board of Directors.

The requirement of the Board diversity is that there are representatives in the Board with different experiences and educational backgrounds to ensure that the Board has a comprehensive understanding of the current business environment. A second diversity requirement is that the Board includes members with different age groups.

In order to foster the mutual dynamics and diversity in the Board, the attention will be paid to the Board work experience; the composition of the Board shall include both new and innovative and members with a longer Board work experience and know-how.

The people are the most important resource in United Bankers. Regarding the composition of the Board, this can be seen as an aim to promote the election of those persons to the Board who are reliable, innovative and who have different point of views.

The representation of both sexes in the Board is seen as a complementary factor in diversity. The aim is for the composition of the Board to always include both sexes, in order to ensure the widest possible base of views.

The Board of Directors is assessing its work, work methods and the realization of the diversity in the board composition with self-assessment. The principles of diversity are taken in to consideration also when appointing members to be presented to the Board.

The realization of the principles of diversity are reported yearly in the Corporate Governance Statement.