Corporate Governance

Board of Directors

The Board supervises the management of the Company and its operations. It also decides on important issues relating to strategy, investment, model of action, and financing.

The Board of Directors has two committees that report to the Board: The Audit Committee and the Remuneration Committee. The Board
elects the members of the committees from among its members at the organizational meeting of the Board held after the Annual General
Meeting. The Board of Directors has established written rules of procedure for both committees.

Composition and term add

According to the Articles of Association, the Board consists of at least
four (4) and no more than eight (8) members. The members of the
Board are elected at the Annual General Meeting and their term of
office expires at the end of the Annual General Meeting following their
election.

The Articles of Association do not impose any restrictions on the
number of terms of office of Board members, nor do they in any way
limit the discretion of the Annual General Meeting in the election of
Board members. However, the Annual General Meeting may take into
account the recommendations of the Corporate Governance Code
governing the composition of the Board, in particular independence
requirements and other requirements applicable to companies listed
on a regulated market in Finland. The Board elects one of its members
as Chairperson and may also elect a Vice Chairperson.

Duties of the Board add

The duties of the Board come from the Companies Act and other
applicable legislation. The Board is responsible for the Company’s
administration. Its tasks include:

• Deliberating and deciding on the Company’s strategy;
• Verifying the business plan and budget, as well as financing
transactions (as far as not falling under the responsibility of the
shareholders);
• Deliberating on and approving interim reports and/or interim
management statements, the annual accounts and reports by the
Board;
• Verifying internal controls, risk management systems and
reporting procedures;
• Deciding on possible bonus and incentive schemes for
management and possible general or special pension schemes,
profit sharing schemes, or bonus schemes for employees of the
Company;
• Deciding on any contracts which, given the scope and nature
of the Company’s activities, are of unusual nature or significant
importance, such as long-term lease contracts;
• Monitoring related party transactions; and
• Appointing or dismissing the CEO. The CEO appoints other
employees who are members of the Company’s Management
Team. Appointments are approved by the Company’s Board.

Independence of the Board add

According to the Corporate Governance Code, the majority of the
Board members must be independent of the Company. At least two
members of the Board who are independent of the Company must also
be independent of the Company’s significant shareholders.
The Board assesses the independence of its members. The
members of the Board confirm the information necessary to assess
their independence annually and undertake to inform the Company,
without delay, of any changes that may occur during the year of activity.

Board members

Arja Talma, born 1962

Chair since 2021
Main occupation: Board professional
M.Sc. (Econ.), eMBA
Board member since 2018
Chair of Remuneration Committee
Vice chair of the Audit Committee
An expert member of the Shareholders’ Nomination Board

Background add

Positions of trust

- Board member, Metso Corporation, 2020–
- Board member, Glaston Oyj, 2021-
- Board member, Nordea Bank Abp, 2022-

Working experience

- Senior Vice President, Store Sites and Investments, Kesko Corporation, 2013-2015
- President and CEO, Rautakesko Ltd, 2011-2013
- Senior Vice President, Chief Financial Officer (CFO), Kesko Corporation, 2005-2011
- Vice President, Corporate Controller, Kesko Corporation, 2004-2005
- Executive Vice President, Oy Radiolinja Ab, 2001-2003
- Partner, APA, Auditor, KPMG Wideri Oy Ab, 1987-2001

Independence

Independent of the Company and significant shareholders

Kati Riikonen, born 1971

Member
Telia Finland Oyj, Vice President, Online, Marketing and Analytics
M.Sc. (Econ) Board member since 2023
Member of Audit Committee

Background add

Positions of trust

Board member, Oma Säästöpankki Oyj 2024–
Board member, Nooa Säästöpankki Oy 2021–

Working experience

Google Finland Oy,
Business Director 2017-2020
Isobar Finland Oy, CEO 2015–2017
DNA Oy, Marketing Director and Online Director 2011-2015
KRi Marketing Tmi, Enterpreneur 2006–2011
Motorola Inc, Marketing Director, 2003–2006

Independence

Independent of the Company and significant shareholders

Irmeli Rytkönen, born 1959

Member
LLM
Board member since 2024
Member of Audit Committee

Background add

Work experience

Director, Elkjøp Nordic AS, 2018-2019
CEO, Gigantti Oy Ab, 1999-2018
Consultant, Elkjøp ASA, 1997-1998
CEO, Finnish Mixed Electricals Association, 1989-1996

Key positions of trust

University Pharmacy (Helsinki University), Board Chair 2019-, Chair of HR committee and member of audit committee
Nurminen Logistics Oyj, Board Chair 2021-, member of Board and Audit Committee Chair 2018-2021
Novita Oy, Board Chair 2024-
Muumimaailma Oy, Board member 2019-

Independence

Independent of the company and its significant shareholders

Enel Sintonen, born 1977

Member
M. Sc. (Econ.)
Board member since 2024
Chair of Audit committee

Background add

Work experience

Director of Finance, Eltel Networks Oy, 2022-
Partner and Principal Auditor of a number of listed companies, PricewaterhouseCoopers Oy, 2016-2022
Various leadership positions and Authorized Public Accountant (KHT) exam (2011),
PricewaterhouseCoopers Oy, 2006-2016
Internal auditor, Kesko Corporation, 2003-2006
Senior Associate, PricewaterhouseCoopers AS (Estonia), 2000-2003

Independence

Dependent of the company*. Independent of significant shareholders.

*Sintonen has worked for Verkkokauppa.com's audit firm until 2022, from which the three (3) years referred to in recommendation 10 e) of the Finnish Corporate Governance Code have not passed until the beginning of her proposed Board membership. Therefore, she shall be regarded as dependent on the company. However, Sintonen has not personally participated in the assurance assignment or otherwise advised the company.