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Corporate Governance

Sponda Plc is a public limited company registered in Finland and listed on the NASDAQ OMX Helsinki Ltd. In its decision making and administration Sponda Group applies the Finnish Companies Act and other legal provisions governing public limited companies, and the company’s articles of association. Sponda also adheres to the insider guidelines of NASDAQ OMX Helsinki Ltd and the Finnish Corporate Governance Code 2010, which entered into force on 1 October 2010. The Corporate Governance Code 2010 was issued by the Securities Market Association and is available online.

As required by the Finnish Companies Act and Sponda’s articles of association, control and administration of the company is divided between the shareholders represented at general meetings, the Board of Directors and the President. The President is assisted by an Executive Board.

Sponda's Board of Directors has seven members: Kaj-Gustaf Bergh, Klaus Cawén, Christian Elfving, Tuula Entelä, Juha Laaksonen, Arja Talma ja Raimo Valo. Chairman is Kaj-Gustaf Bergh and Deputy Chairman is Klaus Cawén. The Board of Directors have assessed that the board members Klaus Cawén, Tuula Entelä, Juha Laaksonen, Arja Talma and Raimo Valo are independent of the Company and significant shareholders and the board members Kaj-Gustaf Bergh and Christian Elfving are independent of the Company. Kaj-Gustaf Bergh and Christian Elfving have been assessed to be non-independent of significant shareholder due to board membership at Oy PALSK Ab, which is a significant shareholder of Sponda.

The Board has established two permanent committees to assist the Board by preparing matters for which the Board is responsible. These committees are the Audit Committee and the Structure and Remuneration Committee. The Board is responsible for carrying out the duties it assigns to the committees. If required, the Board can appoint other committees and working groups from among its own members to prepare matters for the Board’s decision.

The Audit Committee comprises at least three (3) Board members who are independent of the company and its subsidiaries and have sufficient knowledge of accounting and financial statement practices. As of 18 March 2013 the Audit Committee comprises Arja Talma as Chairman, Raimo Valo as Deputy Chairman and Christian Elfving and Juha Laaksonen as ordinary members.The Structure and Remuneration Committee comprises at least three (3) Board members who are independent of the company. As of 18 March 2013 the Structure and Remuneration Committee comprises Kaj-Gustaf Bergh as Chairman, Klaus Cawén as Deputy Chairman and Tuula Entelä as an ordinary member. Sponda’s President and CEO attended the meetings of the Structure and Remuneration Committee.

Corporate governance statement is given on the company's Internet website.