Outokumpu

Board committees

The Board of Directors has set up two permanent committees from among its members and confirmed rules of procedure for these committees. The committees report on their work to the Board of Directors.

The Audit Committee

The Committee comprises four Board members: Leena Saarinen (Chairman), Jarmo Kilpelä,
Victoire de Margerie ja Anssi Soila.  The task of the Audit Committee is to deal with
matters relating to financial statements, auditing work, internal controls, the scope of
internal and external audits, billing by auditors, the Group’s financial policies and other
procedures for managing the Group’s risks.

In addition, the Committee prepares a recommendation to the Company’s largest
shareholders concerning the election of an external auditor and auditing fees.


The Nomination and Compensation Committee

The Committee comprises the Chairman of the Board and two other Board members
who are independent of the Company: Ole Johansson (Chairman), Evert Henkes and
Anna Nilsson-Ehle. The tasks of the Committee do not comply in all respects with
the Corporate Governance Recommendations for Listed Companies published by
the OMX Nordic Exchange Helsinki, the Central Chamber of Commerce of Finland and
the Confederation of Finnish Industry and Employers.

The task of the Nomination and Compensation Committee is to prepare proposals for
the Board of Directors concerning appointment of the company’s top management –
excluding the Board of Directors – and the principles of their compensation. The
Committee is authorized to determine the terms of service and benefits of the Group
Executive Committee members other than the CEO and the Deputy CEO.

The Nomination and Compensation Committee met four times during 2007. For attending
to specific tasks, the Board of Directors can also set up temporary working groups from
among its members. These working groups report to the Board. During 2007 no such
working groups were set up.