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Corporate Governance working group

HEX Plc, the Central Chamber of Commerce of Finland and the Confederation of Finnish Industry and Employers appointed a working group on 17 February 2003 to clarify the need of reviewing the corporate governance recommendation for listed companies issued by the Central Chamber of Commerce of Fin- land and the Confederation of Finnish Industry and Employers in 1997. The parties that had appointed the working group noted that the appointment of the corporate governance working group was necessary due to the increased importance of the effective- ness of the corporate governance of listed companies and that of disclosure practices. In recent years, a number of international corporate governance codes have also been updated, and the Finnish practices needed to be examined also from this perspec- tive.

Mr. Pekka Merilampi, Attorney-at-law, was appointed Chairman

of the working group.

The following persons acted as members of the working group: Mr. Lars Blomquist, B.Sc. (Econ.), APA Ms. Ilona Ervasti-Vaintola, Chief Counsel, Executive Vice President Mr. Jyrki Kurkinen, Senior Vice President, Legal Affairs Ms. Anne Leppälä-Nilsson, Vice President, Legal Affairs Mr. Elmar Paananen, Executive Vice Chairman Ms. Ursula Ranin, Vice President, General Counsel Mr. Jukka Ruuska, President Mr. Matti Vuoria, Executive Chairman

HEX Plc; Ms. Leena Linnainmaa, Deputy Director, the Central Chamber of Commerce of Finland; and Mr. Antti Maijala, Head of Department, Confederation of Finnish Industry and Employers. Ms. Salla Tuominen, Legal Counsel, and Ms. Sari Suvanto, Specialist, HEX Plc, and Ms. Anne Horttanainen, Legal Counsel, the Central Chamber of Commerce of Finland, prepared documentary underlay for the working group.

The working group convened 19 times during March – No- vember 2003. For the purpose of drafting the Recommendation, the working group has studied recent corporate governance developments particularly within the European Union and in the United States. In addition, the working group has analysed the practices applied in Finnish listed companies. In the course of its work, the working group has sought the opinions of Ms. Anna-Maija Simola, Chairman of the Finnish Association of Authorized Public Accountants; Mr. Petri Kuusisto, Director In- vestments, Varma Sampo Mutual Pension Insurance Company; and Mr. Pekka Timonen, Chief Counsellor, Ministry of Trade and Industry.

The working group decided to propose the following Corporate Governance Recommendation for Listed Companies (“Recommendation”). In this connection, the working group also notes that corporate governance practices have no interna- tionally defined form and that they will continue to evolve also in the future. The local and international developments should therefore be monitored and the Recommendation updated ac- cordingly.

The Secretariat of the working group consisted of Mr. Jaakko Raulo, Director, and Ms. Tiina Kairinen, Legal Counsel,



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