• Board of Directors
• Executive Management
• Chief Executive Officer
• Board and Management Holdings
• Insiders
• Risk Management
• Audit and Internal Control
• General Meeting
• 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 19 times in 2007. The average attendance of the directors at the Board meetings was 99 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 in 2007. It was noted that according to the Corporate Governance Recommendation issued by Helsinki Stock Exchange, all other Board members excluding Ilkka Hiidenheimo and Hannu Turunen as major shareholders are independent with the following remark: all external Board members have been granted stock option rights as part of their compensation as Board members.

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 2008 are as follows:
the Chairman's fee is EUR 4,000 per month and a member's fee is EUR 2,000 per month.

See Board and Management holdings.