20REPORT BY THE BOARD OF DIRECTORSRemuneration of the Board membersThe <strong>Annual</strong> General Meeting determines the remuneration ofthe Board of Directors. The fees paid to the Board Chairmanin <strong>2002</strong> totaled EUR 45,420 and the fees paid to the ViceChairman EUR 34,065; fees of ordinary members were EUR22,710 and those of deputy members EUR 11,355 during theyear. In addition, Board members and deputy members arepaid an attendance fee of EUR 510 per meeting, and receivecompensation for their travel expenses and other expensesincurred due to their activities in the interest of the company.Board committeesThe Board of Directors has appointed three committeesamong its members: Audit Committee, CompensationCommittee and Planning Committee.1. The Audit Committee supervises and controls corporateincome reporting and auditing. The members ofthe Audit Committee were Mr. Göran J. Ehrnrooth,Mr. Thomas Tallberg, Mr. Gustaf Gripenberg andMr. Paul Ehrnrooth.2. The Compensation Committee prepares mattersconnected with corporate remuneration and awardsystems. Its members were Mr. Göran J. Ehrnrooth,Mr. Mikael von Frenckell and Mr. Olli Riikkala.3. The Planning Committee prepares matters associatedwith the future operations and strategy of the corporation.Its members were Mr. Göran J. Ehrnrooth,Mr. Mikael von Frenckell and Mr. Robert G. Ehrnrooth.Insiders of the corporation<strong>Fiskars</strong> has been applied the insider regulations approved bythe Helsinki Exchanges since 1 January 2000. On the basisof the Finnish Securities Markets Act, the permanent insidersinclude the Board members, the corporate President andCEO, Executive Vice President and the auditors. In addition,the extended insiders include the Vice President, CorporateControl; the Vice President, Corporate Finance; the VicePresident, Legal Councel; the Vice President, CorporateCommunications; the members of the Board of <strong>Fiskars</strong>Brands, Inc., The President and SEO of <strong>Fiskars</strong> Brands, Inc.and the members of the Corporate Board of Management.<strong>Fiskars</strong> maintains a list of its insiders in the SIRE system ofthe Finnish Central Securities Depository Ltd.AuditThe corporate auditor is KPMG Wideri Oy Ab, <strong>Corporation</strong> ofAuthorized Public Accountants, with Mr. Sixten Nyman, APA,as auditor with main responsibility. <strong>Fiskars</strong> Brands, Inc.’sauditor is PriceWaterhouseCoopers, with Mr. DouglasC. Calvin as auditor with main responsibility.ANNUAL GENERAL MEETING <strong>2002</strong><strong>Fiskars</strong> <strong>Corporation</strong>’s <strong>Annual</strong> General Meeting held on14 March <strong>2002</strong> decided to distribute a dividend of EUR 0.31per share of series A and EUR 0.29 per share of series K,in total EUR 16.8 million.The resigning Board members Mr. Robert G. Ehrnroothand Mr. Mikael von Frenckell were reelected for a term expiringin 2005. Board members Mr. Stig Stendahl and Mr. JuhaToivola announced their desire to resign as Board members.Mr. Olli Riikkala was elected as a new member for a termexpiring in 2004.KPMG Wideri Oy Ab was reelected auditor of the corporation.The Board of Directors was granted authorization topurchase and convey not more than 1,962,303 A-sharesand not more than 805,918 K-shares of the corporation.The previous corresponding authorizations were canceled.The granted authorization has not been used.SHARE PRICESThe price of <strong>Fiskars</strong> A-share at the year-end was EUR 7.80(8.50) and the price of K-share EUR 8.10 (8.00). The marketvalue of <strong>Fiskars</strong> shares decreased by 5.6% from the previousyear and was EUR 436.7 million (462.5).A total number of 3.9 million A-shares and 1.3 millionK-shares were traded for a total value of EUR 45 million(10) during the year. This represented 9.5% of the entireshare capital (2.4).OUTLOOKThe profitability improvement measures implemented in thecorporation in recent years will enhance the possibilities toimprove operating profit also this year. In the uncertainmarket situation the efforts continue to be focused on profitability.Net sales is expected to be lower than in <strong>2002</strong> dueto the weakening of the US dollar. The global uncertanitymakes it difficult to estimate the result reliably.Significant income from investments is anticipated alsothis year in the form of extra dividends from Wärtsilä.The financial structure of the corporation will remainstable.
21Net sales by business area1.1.–31.12.<strong>2002</strong>M€ %1.1.–31.12.2001 changeM€ % 02/01%<strong>Fiskars</strong> BrandsInha WorksIndustry totalCorporate operations, real estate, otherEliminationsCorporate total693 9623 3717 9912 2–3725 100731 96 –522 3 7753 99 –512 2–3762 100 –5Result by business segmentM€ %changeM€ % 02/01%<strong>Fiskars</strong> BrandsInha WorksIndustry totalCorporate operations, real estate, otherOperating profitIncome from non-current investmentsConsolidated segmental result27.3 312.5 329.8 34–1.9 –227.9 3259.0 6886.9 10011.0 17 1482.6 4 –413.6 22 119–1.5 –212.1 19 13051.1 81 1663.2 100 37Net sales by market areaM€ %changeM€ % 02/01%FinlandScandinaviaOther EuropeNorth AmericaOtherCorporate total37 563 9130 18473 6523 3725 10036 5 262 8 1132 17 –1508 67 –723 3 –2762 100 –5Export from Finland51 740 5 27Personnel by geographical areaDec. 31, <strong>2002</strong>%Dec. 31, 2001 change% 02/01%FinlandScandinaviaOther EuropeNorth AmericaOtherCorporate total908 22190 5730 172 330 5548 14 206 100825 18 10207 5 –8808 18 –102 672 59 –1344 1 94 556 100 –8
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