Board of Directors

The Board of Directors of Basware Corporation is responsible for the Company’s management and the appropriate arrangement of its operations. The Board supervises the Company’s operations and management and decides on significant matters concerning the Company strategy, organization, financing, and investments.

In 2010, Basware's Board of Directors had six members: Hannu Vaajoensuu (Chair), Matti Copeland, Pentti Heikkinen, Sakari Perttunen (Vice Chair), Eeva Sipilä and Ilkka Toivola.

In accordance with the working order, the tasks of the Board of Directors are to:

•  assume responsibility for tasks specified as obligatory for the company's Board of Directors by the Finnish Companies Act, the Articles of Association or elsewhere
•  approve the company's strategy and objectives
•  approve the company values and ethical principles
•  approve the company's management system and organizational structure
•  approve the operating plan and essential changes to it
•  approve the company's internal control and risk management policies and enforce them
•  approve the interim reports, financial statements and annual report
•  assume responsibility for communications related to financial market outlook
•  approve the company's financing policy
•  assume responsibility for the development of the company's market value and specify the company's dividend policy
•  approve company and business acquisitions and divestments and significant individual investments and contingent liabilities
•  approve the company's incentive system and policy
•  appoint and discharge the company's top management and decide on their terms of employment and remuneration
•  decide on appointing a deputy for the CEO
•  decide on the founding of subsidiaries
•  assume responsibility for the development of the company's Corporate Governance
•  review the operation of the Board of Directors annually
•  review the CEO's operation and provide feedback

Remuneration of the Chairman of the Board
The Chairman of the Board, Hannu Vaajoensuu, held a position in the Company until February 17, 2010. Most recently, in addition to the standard duties of the Chairman of the Board, he was a member of the M&A team and had an advisory role in M&A projects. In connection with the termination of his employment, he was only paid the ordinary statutory employment-related compensation. The salary of the Chairman of the Board, including benefi ts, for January 1 –February 17, 2010 and Board fee as from February 17, 2010 totaled EUR 72,873.31 in 2010. Salary in money was EUR 72,834.13 and fringe benefits totaled EUR 39.18. The Chairman of Board was not included in the bonus program of the Company.
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