Board of Directors

The Board of Directors shall consist of at least six and no more than twelve members. Board members have a term of office of one year, expiring at the closing of the first AGM following the election.

The company has defined as an objective that in addition to professional competence, Tieto’s Board members shall be diversified in terms of gender, occupational and professional background and that the Board as a group has sufficient knowledge of and competence in, inter alia, the company’s field of business and markets.

The SNB, which consists of representatives nominated by the company’s largest shareholders, prepares a proposal on the composition of the Board to be presented to the AGM for its decision. The company seeks to promote that the diversity principles shall be included in the written charter of the SNB and taken into account in the candidate search.

In addition to the members proposed by the SNB and elected by the AGM, Tieto’s personnel elects two members and two deputy members to the Board of Directors. The term of office for the personnel representatives is two years. This special appointment procedure is a departure from the recommendation 5 “Election of the Board of Directors” of the Corporate Governance Code 2015. The personnel representation is based on the Finnish Act on Personnel Representation in the Administration of Undertakings and originally agreed between Tieto Corporation and the personnel of the Group by way of a Personnel Representation Cooperation Agreement in 2001.

The objectives of personnel representation are, inter alia, to provide opportunities for the personnel to influence and affect the organization, to improve communication and decisionmaking within the Group, to increase mutual trust and confidence between corporate management and the personnel as well as to increase and develop the feeling of security among the personnel. The personnel representatives, however, are not entitled to participate in the handling of matters that concern the appointment or dismissal of corporate management, the contractual terms of the management, the terms of employment of staff or matters related to industrial actions.

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