• Board of Directors
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• Chief Executive Officer
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• Insiders
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• Articles of Association

Board of Directors

Duties and Responsibilities of the Board

• The Board is responsible for supervising the management and proper organization of the Group in accordance with legislation, the Articles of Association and the instructions issued by General Meetings.
• The Board decides upon matters of major importance to the operations of the company. These include the acceptance of the main strategies, the approval of action plans, major capital expenditures and divestitures of assets.
• The Board appoints and dismisses the company's CEO and decides on his/her service terms.

The Board meets regularly at least 8 times a year and additionally when necessary. The Board met 23 times in 2008. The average attendance of the directors at the Board meetings was 98 percent.

Election of the Board

The Board of Stonesoft Corporation comprises no fewer than three and no more than seven members. The term of a Board member shall begin at the end of the General Meeting that elected the Board member and expire at the end of the next Annual General meeting. The Board elects a Chairman and Vice Chairman from among its members. The Board currently comprises five members, one of whom is employed by the company. Having five board members is considered to be suitable for a company of this size.

Composition

Stonesoft Corporation's Board of Directors comprises of the following (click the name of the Board Member for more information):

• Matti Viljo
• Ilkka Hiidenheimo
• Topi Piela
• Hannu Turunen
• Timo Syrjälä
  

Independence

The Board has evaluated the independence of its members on May 21, 2008 in compliance with the guidelines of the Corporate Governance Recommendation issued by OMX Nordic Exchange Helsinki Oy, the Central Chamber of Commerce of Finland and the Confederation of Finnish Industry and Employers. It is required in the Recommendation that the majority of the Board members are independent of the company. In addition, at least two of the Board members representing this majority shall be independent of significant shareholders of the company. Significant shareholder means a shareholder who holds at least 10 % of all the shares or of the aggregate votes in the company.

Independence of the company

It was noted that based on the evaluation all other Board members, except Ilkka Hiidenheimo as CEO,  are independent of the company with the following remark: Matti Viljo, Topi Peila and Timo Syrjälä have been granted stock option rights as part of their compensation as Board members.

Independence of significant shareholders

It was noted that Ilkka Hiidenheimo (holding approximately 18 percent of the shares and the votes in the company) and Hannu Turunen (holding approximately 13 percent of the shares and the votes in the company) are significant shareholders themselves, and that all other Board are independent of significant shareholders of the company.

Board Committees

The Board of Directors has decided not to establish any Board committees due to the size of the Board of Directors and the size of the company.

Fees, Share Ownership and Options of Members of the Board

The fees paid to members of the Board in 2009 are as follows:
the Chairman's fee is EUR 4,000 per month and a member's fee is EUR 2,000 per month. In addition, Stonesoft Corporation's Annual General Meeting has granted stock options to the Board members to engage them to the company.

See Board and Management holdings.