Disqualification of a Member of the Board

A member of the board of directors may not participate in the handling of a matter between him and the company. The same applies to handling a matter between the company and a third party if it is expected that the member will receive essential benefit from the agreement and such benefit may be contrary to the interests of the company. As an exception to this, a member of the board of directors of a listed company may not participate in the handling of an agreement in the company or in its subsidiary in situations, where a contractual party and the member are in a related party relationship and the legal act is not a part of the company's regular business activities or it's not carried out in accordance with regular commercial terms.

Disqualification may occur in situations where legal acts such as agreements or legal proceedings are handled in the board of directors. A member of the board of directors is usually disqualified also if he/she is a member of the board of directors of a company being the counterparty in the matter or if the counterpart is a company totally owned by a board member or if the counterpart is a family member living in the same household with the member of the board.

A member of the board of directors may, however, in his/her role as a shareholder take part in the decision making in the general meeting on the compensation to be paid to the members of the board of directors (dividend). A shareholder being a board member may participate when the board considers its proposal for profit distribution.

The member of the board of directors has the right to be present and to be heard when discharge from liability is being considered. He/she may, however, not vote for his/her own discharge from liability.