3 - Stora Enso

Summary of Charter
Kantola and Ilkka Niemi. The committee Summary of Charter
Main Tasks
• To support the Board in maintaining
convened four times. In addition to the regular
tasks based on the Committee’s char-
Main Tasks
• Responsible for recommending,
the integrity of the Company’s fi nanter, during 2005 the Committee focused on evaluating and approving executive
cial reporting and the Board’s control the review of preparations for the internal nominations and compensations
functions
• Regularly to review the system of
control assessment pursuant to Section 404
of the Sarbanes-Oxley Act.
(including CEO)
• To evaluate the performance of the
internal control, management and
reporting of fi nancial risks and the Remuneration
CEO
• To make recommendations to the
audit process
• To make recommendations regarding
the appointment of external auditors
Chairman EUR 10 000 per annum and
member EUR 7 000 per annum as decided
by the AGM.
Board relating to management compensation
issues
• The Board appoints the CEO and
for the parent company and the
approves his/her compensation
main subsidiaries
Compensation Committee
Composition
• 3–5 non-executive Board members
The Board has a Compensation Committee
that is responsible for recommending,
evaluating and approving executive
Composition
• 3–4 non-executive board members
who are independent and not affi li-
who are independent and not affi li- nominations and compensations (includated with the Company
ated with the Company
• At least one Committee member
must be a fi nancial expert who has
signifi cant knowledge and experience
ing CEO), evaluating the performance of
the CEO, and making recommendations
to the Board relating to management
compensation issues generally, including
Meetings and Reporting to the Board
• Regularly at least once a year
• The Chairman presents a report on
in accounting and accounting princi- equity incentive compensation plans.
each Compensation Committee
ples applicable to the Company
• Financial and Audit Committee
The Board appoints the CEO and
approves his/her compensation.
meeting to the Board
members may receive compensation The Committee is comprised of 3–4 In 2005
based solely on their role as directors, non-executive board members who are The Compensation Committee comprised
such compensation to be decided by independent and not affi liated with the four members in 2005. As of 22 March
the shareholders at an AGM
Company. The Compensation Commit- 2005 the members were Claes Dahlbäck
tee meets regularly at least once a year. (Chairman), Harald Einsmann, Ilkka Niemi
Meetings and Reporting to the Board
• The Financial and Audit Committee
The Chairman of the Committee
presents a report on each Compensation
and Matti Vuoria. The Committee convened
fi ve times. During 2005 the main tasks were
meets regularly at least twice a year
• Regular participants in the Commit-
Committee meeting to the Board. The
tasks and responsibilities of the Compen-
to prepare Stora Enso’s top management’s
salary and other benefi t matters, the bonus
tee’s meetings
• External Auditors
• Head of Internal Audit, CFO and
Legal Counsel acting as secretary
to the Committee
• Other persons such as SVP
Finance, General Counsel and
Group Controller invited by the
Chairman
• The Committee members meet the
external auditors without the management
being present in connection
with its meetings
• The Chairman of the Committee
presents a report on each Financial
and Audit Committee meeting to
the Board
sation Committee are defi ned in its charter,
which is approved by the Board.
plan of the CEO and the stock option
scheme principles for the year 2005.
In 2005
The Financial and Audit Committee comprised
fi ve members in 2005. As of 22
March 2005 the members were Jan Sjöqvist
(Chairman and appointed Financial Expert),
Lee A. Chaden, Claes Dahlbäck, Birgitta
Compensation Committee members from left: Matti Vuoria, Harald Einsmann, Claes Dahlbäck and
Ilkka Niemi.
STORA ENSO COMPANY 2005• 33