Stockmann.com

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At its meeting of 18 December 2003, Stockmann's Board of Directors established a combined Appointments and Compensation Committee.

The Appointments and Compensation Committee consists of four Board members elected annually at the inaugural Board meeting. The Committee's term is the same as that of the Board of Directors. The Committee elects a chairman from among its members. The CEO is also entitled to attend the Committee's meetings.

The Board of Directors is responsible for ensuring that the duties it assigns to the Appointments and Compensation Committee are duly carried out. The Committee may not make decisions independently; instead, the Board will collectively take decisions on matters pertaining to the Committee.

It is the particular duty of the Appointments and Compensation Committee to:

• prepare matters concerning the remuneration and other benefits of Stockmann's CEO, executive vice presidents and other members of the Group Management Committee;
  
• prepare matters concerning the appointment of the CEO and members of the Group Management Committee, and to seek successors for them;
  
• develop the Group Management Committee's incentive and reward systems;
  
• prepare matters concerning the election of members to the Board of Directors for proposal to the Annual General Meeting; and
  
• prepare matters concerning the remuneration of members of the Board of Directors.
  

The Committee is convened by the chairman as needed, but at least once a year. The Committee reports its activities to the Board of Directors once a year.