Board of Directors and term

According to the Articles of Association, the Board of Directors shall consist of three to eight ordinary members, whose terms expire at the end of the AGM that next follows the meeting at which they were elected. The Board shall elect a Chairman from its midst and a Deputy Chairman, if necessary. The following seven ordinary members were elected to the current Board of Directors at the AGM 2017:

Ulf Lundahl, Chairman of the Board, (born 1952), Master of law and Bachelor in Business, Swedish citizen. Deemed to be independent of the Company and of significant shareholders.

Susanna Renlund, Deputy Chairman, (born 1958), M.Sc. (Agr.), Finnish citizen. Deemed to be independent of the Company and dependent of a significant shareholder.

Kevin Appleton, member of the Board, (born 1960), B.A., British citizen. Deemed to be independent of the Company and of significant shareholders.

Kaj-Gustaf Bergh, member of the Board, (born 1955), B.Sc. (Econ.) and LL.M (Master of Laws), Finnish citizen. Deemed to be independent of the Company and dependent of a significant shareholders.

Erik Bengtsson, member of the Board, ( born 1969), M.Sc. (Industrial Engineering), Swedish citizen. Deemed to be independent of the Company and of significant shareholders.

Ann Carlsson, member of the Board, (born 1966), M.Sc. (Human Resources) Swedish citizen. Deemed to be independent of the Company and of significant shareholders.

Tobias Lönnevall, member of the Board, (born 1980), M.Sc., Swedish citizen. Deemed to be independent of the Company and dependent of a significant shareholder


The term of office of the current Board members will expire at the end of AGM 2018.

In addition to the Companies Act, other applicable legislation and the Articles of Association of  Ramirent, the work and operations of the Board are governed by the Rules of Procedure for Ramirent’s Board of Directors. The purpose of the rules is to regulate the internal work of the Board. The Board of Directors and each of its members shall in its work consider and duly comply with the aforementioned laws and rules.

The work of the Ramirent Board of Directors is governed by Finnish Companies Act, Finnish Corporate Governance Code 2015, and other relevant legislation as well as the Articles of Association of Ramirent and the Rules of Procedures are described on the Company’s web page at ramirent.com. The purpose of the rules is to regulate the internal work of the Board. The Board of Directors and each of its members shall in its work consider and duly comply with the aforementioned laws and rules.

DUTIES OF THE BOARD OF DIRECTORS

The Board of Directors is responsible for the Company’s organization and the management of the Company’s affairs pursuant to the provisions of the Companies Act. The members of the Board of Directors shall, subject to any restrictions set forth in the Companies Act, the Articles of Association of Ramirent, or the Rules of Procedure, carry out the work of the Board of Directors jointly or in a working group appointed for a particular matter. The Board of Directors shall primarily be responsible for the Company’s strategic issues and for issues which, with regard to the scope and nature of the Company’s operations, are of a material financial, legal, or general character or otherwise of great significance.

ASSESSMENT OF THE WORK OF BOARD OF DIRECTORS

The Board of Directors will annually, normally at the end of the financial year, conduct an assessment of its work and work practices.

BOARD MEETINGS

The Board of Directors shall normally hold at least seven meetings per year. In addition to the Board members, the Managing Director and the Secretary of the Board of Directors will attend Board meetings. The auditor of the Company shall be invited at least once a year to attend a Board meeting.

In 2017, the Board had 10 meetings. The percentage for participation was 91%.

NUMBER OF BOARD AND COMMITTEE MEETINGS IN 2017 AND PARTICIPANT ATTENDANCE:

BOARD

WORKING COMMITTEE

Kevin Appleton

10/10

Erik Bengtsson, member as of AGM 2017

7/10

Kaj-Gustaf Bergh

9/10

Ann Carlsson, member as of AGM 2017

9/10

Anette Frumerie, member until AGM 2017

1/10

Ulf Lundahl

9/10

5/5

Tobias Lönnevall

10/10

5/5

Mats O Paulsson, member until AGM 2017

1/10

Susanna Renlund

10/10

5/5


WORKING COMMITTEE

The Board of Directors has nominated one committee, the Working Committee, to assist the Board in its work. The Board elects amongst its members the Chairman and at least two other members to the Working Committee and confirms its work order. The Working Committee does not have any independent decision making power, except by a specific authorization given by the Board in a specified matter case by case.

Pursuant to the work order adopted by the Board of Directors, the duties of the Working Committee include, among other, the duties of an audit committee. The task of the Working Committee is to prepare and make proposals to the Board within the focus areas of corporate governance, special finance matters, risk management, compensation and employment matters as well as guidelines for strategic plans and financials goals. It is also the Working Committee’s duty to oversee the accounting and financial reporting processes; to prepare the election of auditor; to review the auditor’s reports and to follow up the issues reported by the external auditor.

In 2017 Ulf Lundahl, Susanna Renlund and Tobias Lönnevall were elected as members and Ulf Lundahl as the Chairman of the Working Committee. The duties of audit committee have been discharged to the Working Committee in accordance with Finnish Corporate Governance Code 2015 Recommendation 16. According to Recommendation 16, majority of the members of audit committee shall be independent of the company and at least one member should be independent of significant shareholders. All of the Working Committee members are independent of the Company and Ulf Lundahl is also independent of significant shareholders. The Board considered this composition to be proper and suitable taken into account the overall duties of the Working Committee and the versatile expertise and experience of the elected members.

In 2017, the Working Committee had 5 meetings. The percentage for participation was 100%.

DIVERSITY AND ASSESSMENT OF INDEPENDENCY OF THE BOARD OF DIRECTORS

The Company has established principles concerning the diversity of the Board of Directors. For the versatile the Company's Board of Directors composition should be sufficiently diverse. Both genders shall be represented on the Board of Directors. The overall aim of the Board composition is to achieve sufficiently extensive qualifications, expertise and experience. The sufficient diversity of the Board of Directors, including age and gender, as well as educational and professional background, is taken into account in the preparation of a proposal for the composition of the Board of Directors. For the evaluation of the diversity and composition of the Board of Directors, each candidate shall provide confident information necessary for the assessment of skills and time management for the preparation of a proposal for the composition of the Board, in accordance with the instructions provided by the Company.

The proposal for the Board composition is prepared by the largest shareholders. The principles of diversity of the Board of Directors, as established by the Company, have been made available and communicated to the largest shareholders.

The members of the Company’s Board of Directors have broad and versatile competence, and the current breakdown by age and gender as well as educational and international background promote fulfillment of diversity, and thus, support the Company’s business operations and its development. There are altogether 7 members in the Board of Directors, of which 2 are women, i.e. approximately 29 %. The members of the Board of Directors hold educational degrees from different fields and each member has international work experience in different types of positions. The members of the Board of Directors come from three different countries and their age vary from 38 to 65 years of age.

The Board of Directors must evaluate the independence of its members. The majority of the members must be independent of the Company. In addition, at least two of the members representing this majority shall be independent of significant shareholders of the Company.

In 2017, Ulf Lundahl, Susanna Renlund and Tobias Lönnevall were elected as members and Ulf Lundahl as the Chairman of the Working Committee. The duties of audit committee have been discharged to the Working Committee in accordance with Finnish Corporate Governance Code 2015 Recommendation 16. According to Recommendation 16, majority of the members of audit committee shall be independent of the company and at least one member should be independent of significant shareholders. All of the Working Committee members are independent of the Company and Ulf Lundahl is also independent of significant shareholders. The Board considered this composition to be proper and suitable taken into account the overall duties of the Working Committee and the versatile expertise and experience of the elected members.

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