The Owners’ Council, appointed by shareholders, convenes the Nomination Committee, which is responsible for preparing propositions regarding the composition of the Board of Directors and compensations of Board members. The Nomination Committee consists of one Owners’ Council representative, the Chairman of the Board of Directors and one independent Board member.

Berndt Brunow
b. 1950
Master of Economic Sciences
Chairman of the Board of
Directors of Oy Karl Fazer Ab 2009–
Chairman of the HR Committee
Anders Dreijer
b. 1953
Master of Science (Technology)
Vice Chairman of the Board of
Directors of Oy Karl Fazer Ab 1994–
Member of the Audit Committee
Klaus Cawén
b. 1957
Master of Laws
Member of the Board of Directors
of Oy Karl Fazer Ab 2002–
Member of the HR Committee
Ketil Eriksen
b. 1963
Bachelor of Science (Economics)
Member of the Board of Directors
of Oy Karl Fazer Ab 2009–
Member of the Audit Committee
Jan Fazer
b. 1975
Member of the Board of Directors
of Oy Karl Fazer Ab 2012–
Chairman of the Audit Committee
Leif Hagelstam
b. 1955
Engineer
Member of the Board of Directors
of Oy Karl Fazer Ab 1996–
Member of the HR Committee
Johan Linder
b. 1959
Master of Laws
Member of the Board of Directors
of Oy Karl Fazer Ab 2000–
Member of the HR Committee
Cecilia Marlow
b. 1960
Master of Business Administration
Member of the Board of Directors
of Oy Karl Fazer Ab 2016–
Juhani Mäkinen
b. 1956
Master of Laws, lagman
Member of the Board of Directors
of Oy Karl Fazer Ab 2006–
Member of the Audit Committee

The composition and duties of the Board of Directors

According to Fazer’s Articles of Association, the Board of Directors consists of no less than five and no more than ten members who are elected annually at the Shareholders’ Meeting. The Board of Directors has general jurisdiction in all issues that are not required of other institutions under the Finnish Companies Act and the Group’s Articles of Association. Under the terms of the Finnish Companies Act, the Board of Directors is responsible for ensuring that the Group’s administration and operations are managed appropriately. The Board of Directors is responsible for ensuring that accounting and financial control are managed appropriately. Other tasks of the Board of Directors include e.g. approving the Group’s values, strategy and annual business plans. The Board of Directors decides on acquisitions and strategic investments and monitors the financial performance and position of the Group. The Board of Directors appoints the Chief Executive Officer (CEO) and decides on the salaries and compensation of the Group’s senior management.

In addition, the Board of Directors assesses its own performance and cooperation with the management. The Board of Directors comprises Berndt Brunow (chairman), Klaus Cawén, Anders Dreijer, Ketil Eriksen, Jan Fazer, Leif Hagelstam, Johan Linder, Cecilia Marlow and Juhani Mäkinen.

Meeting practices

The Board of Directors holds at least eight meetings a year. The Annual Financial Statements are approved in March at the latest and the interim reports during each four-month period. As a rule, the Group’s strategy is approved in June. The business plans for the year and bonus programmes for senior management are approved at the first meeting of the year. Additional meetings can be convened, if necessary, by the Chairman of the Board, the CEO or a member of the Board.

Chairman of the Board of Directors

The Board of Directors appoints a chairman from amongst its members, who is responsible for managing the activities of the Board, convening the Board and preparing Board meetings together with the CEO. The Chairman works closely and actively with the CEO, and should be well informed on significant issues affecting the company and its stakeholders. The Chairman and the CEO of the Group are responsible for ensuring that the members of the

Board are informed about matters concerning the Company and that notices of meetings, agendas and all relevant documents are delivered to the members of the Board well in advance of meetings. The Chairman and the CEO of the Group are also responsible for maintaining contact with the Family Council.

Committees of the Board of Directors

The Board of Directors makes decisions about appointing committees and their members. Committees are responsible for preparing issues coming up for decision at Board of Directors’ meetings. Fazer’s Board of Directors has appointed an Audit Committee and an HR Committee. The tasks of the Audit Committee are to take in-depth interest in audits, to control internal auditing, financial reporting and risk management and the company’s financial situation and to participate in interim audits. The HR Committee is to prepare issues related to employment and rewarding the CEO and the Group’s senior management, monitor the total compensation of the management and incentive programmes of the personnel and to evaluate the management’s work including reviewing of the annual employee satisfaction survey results.

The Audit Committee comprises Jan Fazer (chairman), Anders Dreijer, Juhani Mäkinen and Ketil Eriksen. The Committee held four meetings during the financial period and, apart from ordinary issues, it dealt with questions related to e.g. IFRS implementation, information security and development of non-core assets.

The HR Committee comprises Berndt Brunow (chairman), Klaus Cawén, Leif Hagelstam and Johan Linder. The Committee has met twice during the financial period and prepared issues for the Board related to, for example, the Fazer people strategy, leadership development, and incentive programmes of the personnel.