Nordic Board Index Contents

2016 Nordic Board Index Contents

1 Foreword 2 Highlights of the 2016 Nordics Board Index 4 our survey approach 5 Board composition 8 Diversity 12 New directors, age and length of service 15 Remuneration 18 Board meetings and committees 21 comparison Tables 22 International comparison 28 Board composition 36 Board remuneration in 2015 44 Board committees 48 aBout Spencer Stuart Foreword

The Spencer Stuart 2016 Nordic Board Index is an annual study which analyses aspects of board governance, including board composition, committees and director remuneration, among major listed companies. First published 30 years ago in the US, there are now Board Indexes in 18 countries around the world.

The Nordic Board Index analyses 125 of the largest listed companies in the region which comprise the following indices: OMX Copenhagen (25 companies), OMX Helsinki (25 companies), OBX (25 companies), OMX Stockholm (50 companies). Our purpose is to provide business leaders with a snapshot of current practice on boards across the region.

In our analysis we examine year-on-year changes on a wide range of measures, from board size and diversity to director commitments and remuneration. We also compare Nordic companies with their counterparts in other countries, both in Europe and the US. We include a chart showing how different boards in different countries compare on key governance parameters, and conclude the Board Index with tables showing detailed information on all 125 featured companies.

We hope you find this edition of the Nordic Board Index useful. The latest edition of each Spencer Stuart Board Index can be found on our website, (www.spencerstuart.com/board-indexes) alongside a wide range of other publications covering board and corporate governance issues.

The Spencer Stuart Nordic Board Practice

nordic board index 2016 1 Highlights of the 2016 Nordics Board Index

WOMEN ON BOARDS The percentage of women sitting on boards across % the region has risen slightly from 2015 (32.5%), 34.1 although the range is surprisingly wide, ranging from 25.7% in Denmark to 44.1% in Norway. The latter The proportion of women remains the world leader in this regard, having sitting on Nordic boards implemented legal measures more than 10 years ago. For further detail, see page 8.

NEW DIRECTORS The percentage of new non-executive directors appointed to the board has increased from 12% last % year. Of these, 41.6% were women; in Norway that 16.4 figure was 44.4%. In Denmark, 37% of new directors were women, rising from 31% in 2015. The proportion The proportion of new board of new appointees on Danish boards who were members in Nordic countries foreign decreased from 50% to 37%. For further detail, see page 12.

WOMEN ON EXECUTIVE COMMITTEES Sweden and Norway continue to have the highest representation of women on executive committees across Europe, at 22% and 20% respectively. While % the Nordic region is renowned for the level of 19 female representation on its companies’ boards, there is still work to be done in terms of the pipeline The percentage of women on of future board directors. In Denmark for example the executive committees of the number of women on executive committees is a Nordic companies lowly 12%, somewhat behind its Nordic peers. For more detail, see the International Comparison chart on pages 22-27.

2 spencer stuart DIRECTOR REMUNERATION The average retainer fee paid to non-executive €31,208 directors across the region was €49,222 in 2015, virtually unchanged from the previous year. Sweden has the highest average retainer at €53,151, followed to €53,151 by Finland at €52,956 and Denmark at €50,839. Non- executive directors serving on Norwegian boards The range of retainer fees continue to receive the lowest retainer fee, at €31,208 paid to non-executive directors markedly below the other countries in the region. For in Nordic companies further details of total remuneration, including attendance and committee fees, see page 15.

BOARD MEETINGS The average number of scheduled board meetings 9.9 held across the region is unchanged from last year at 9.9. The average number of meetings in Denmark is The average number of 8.6, in Finland 12.2, in Norway 10 and in Sweden 9.2. scheduled board meetings The level of disclosure varies across the region: some in Nordic companies in companies break down the total number of meetings the last year in the past year into scheduled vs. ad hoc and in person vs. conference calls. See page 18.

AGE The average age of all board directors in the Nordic region remains steady at 57 years. Denmark and Finland share near-identical averages, at 58.0 and 57years 58.1 years respectively. Norway’s board directors are still the region’s youngest, averaging 55.5 years. The average age of directors Switzerland has the oldest board directors in Europe, with an average age of 61.1 years. Russia’s are the youngest, at an average 53.6 years. See page 12.

nordic board index 2016 3 Our survey approach

The purpose of this survey is to review and analyse board structures at the largest companies across the Nordic region, noting changes to the data from previous years and identifying trends.

The 2016 Nordic Board Index covers the 25 largest listed companies by market capitalisation in Denmark (OMX Copenhagen), Finland (OMX Helsinki) and Norway (OBX), and the 50 largest listed companies in Sweden (OBX Stockholm) at May 2016.

In Denmark, Simcorp has dropped out of the top 25 companies and its place has been taken by DFDS. In Finland, Caverion has been replaced by Sponda. In Norway, four companies have dropped out of the top 25: Akastor, Aker Solutions, Norwegian Energy Company and Subsea 7. They have been replaced by AF Gruppen, Austevoll Seafood, Norwegian Air Shuttle and Tomra Systems. In Sweden, three companies dropped out of the top 50: Ericsson, Ratos and SSAB. They have been replaced by Autoliv, Fingerprint Cards and Pandox.

In our analysis we have split out non-executive directors from employee representatives serving on boards. Unless specifically stated, we have excluded employee representatives from our analysis.

The remuneration data covered in this Board Index is for 2015.

4 spencer stuart Board composition

BOARD SIZE Denmark continues to have the largest boards in the region when employee representatives are included, with an average of 10 directors. If we exclude these directors, then Finland and Sweden have the largest boards with an average of eight directors.

Average board size in Nordic countries

Denmark Finland Norway Sweden All directors 10 8.2 8.5 9.9 Excluding employee representatives 7 8.0 6.0 8.0

Board size

Percentage of boards Number of directors including employee representatives excluding employee representatives 8 and under 38% 74% 9 to 11 50% 25% 12 to 14 11% 1% 15 and more 1% -

While it is common for employee representatives to sit on boards in Denmark, Norway and Sweden, of the 25 Finnish companies in our sample, only two of them (Tieto and Valmet) have such a role on their board. Conversely, in Denmark just two companies (Pandora and DSV) of the 25 in our sample have no employee representatives on their board. Rules governing the proportion of employee representatives among directors vary from country to country. Corporate governance codes in all four countries require companies to detail in their annual reports policies regarding employee representatives.

Employee representatives

Denmark Finland Norway Sweden 0 8% 92% 12% 40% 1 to 2 4% 8% 20% 26% 3 to 4 84% 0% 68% 32% 5 to 6 4% 0% 0% 2%

nordic board index 2016 5 board composition

Nordic boards remain the smallest in Europe. The largest are found in Germany and France, at 14.1 and 13.9 directors respectively, although when discounting employee representatives, the figure for Germany falls to 7.7 directors.

The broader view: Average board size Denmark Finland Norway Sweden Belgium France Germany Italy Netherlands Russia Spain Switzerland UK USA 10 8.2 8.5 9.9 10.4 13.9 14.1 11.6 9.2 10.1 10.8 10.5 10.2 10.8

THE ROLES OF CHAIRMAN AND CHIEF EXECUTIVE In Nordic countries, the roles of chairman and chief executive have traditionally been separate. However, a new entrant in our sample, Sweden’s Autoliv, does combine these roles. Given its history as a Swedish/American merger, this is perhaps unsurprising — 52% of S&P 500 companies continue to combine the role. The combined role still exists in listed companies in Spain (66%), France (55%) and Italy (18%). Interestingly, the number of companies where the chairman and CEO roles are combined increased in Spain in the past year, but fell in France.

INDEPENDENCE Due to the low number of executives serving on Nordic boards, the region has a notably high percentage of independent directors at 72%. Finland has the most independent directors at 83%, followed by Norway at 80%, Denmark at 66% and Sweden at 64%. In Europe, only Switzerland, at 88%, has a higher percentage of independent directors on the board. The comparable figure in the US is 84%.

The broader view: Independent directors Denmark Finland Norway Sweden Belgium France Germany Italy Netherlands Russia Spain Switzerland UK USA

66.3% 83.1% 79.6% 63.7% 44.8% 69% 60% 50.1% 60% 32% 43% 88% 61.1% 84%

6 spencer stuart NON-EXECUTIVE DIRECTORS This is the second year in which we have analysed the split between non-executive directors who also have a full-time executive role in other organisations and those who are portfolio directors.

Non-executives: portfolio vs. full-time executives

Denmark Finland Norway Sweden Average number of portfolio non-executives 2.8 3.7 1.7 4 per board (including chairmen) % of non-executives per board who are 59% 55% 74% 50% full-time executives elsewhere

nordic board index 2016 7 Diversity

WOMEN ON BOARDS The Nordic region continues to lead the way with regard to female representation on boards. Three of the four countries under review saw a slight increase on last year’s figures, the exception being Finland, unchanged at 30%.

Women on boards

Denmark Finland Norway Sweden Percentage of women among all board 26% 30% 44% 36% directors (except employee representatives) Percentage of companies with at least one 96% 100% 100% 98% woman on board

Only two companies in the region have an all-male board — Axis Communications (Sweden) and Rockwool International (Denmark), as of 31 May 2016. The percentage of companies in Denmark that have at least one woman on the board has increased from 88% last year to 96% in 2016.

As in previous years, Norway has the highest percentage of women on boards globally, at 44%. In France, the number of female board appointments continues to rise in the wake of legislation and is now the second-highest in Europe at 39%. The topic of legal quotas continues to be debated, and while hugely successful in Norway and France, implementation of a similar mandate in Germany has not yielded the same results. Over the past three years, the percentage of female non-executive directors on German boards has increased only slightly, from 23.8% to 26.2%. This remains some way short of Germany’s mandatory 30% target by 1 January 2016.

The proportion of female chairmen in Norway has increased to 12% in 2016, and is the highest in Europe, followed by Spain (10%) and Italy (8%). However the numbers in the other Nordic countries remain low, yet are comparable to the rest of Europe — Finland and Sweden are both at 4%, and Denmark has no female chairmen.

The broader view: Women on the board Denmark Finland Norway Sweden Belgium France Germany Italy Netherlands Russia Spain Switzerland UK USA

25.7% 29.9% 44.1% 36% 27% 38.8% 26.4% 26.4% 20% 7% 16% 20.5% 24.4% 21.3%

8 spencer stuart WOMEN ON EXECUTIVE COMMITTEES The number of women holding positions on executive committees (ExCos) remains on a par with last year. Sweden continues to have the highest proportion of female ExCo members in Europe at 22%, with Norway only slightly behind at 20%. Denmark, at 12%, continues to lag in this regard, although it has improved slightly from last year’s figure of 10%. The only other European country that comes close to matching the Nordic region is the UK, which this year sees 18% of women holding ExCo positions. Conversely, Italy (6%), Switzerland (7%), Germany and the Netherlands (both 9%) continue to linger at the low end of the spectrum, as the chart below shows.

The broader view: Female ExCo members Denmark Finland Norway Sweden Belgium France Germany Italy Netherlands Russia Spain Switzerland UK USA

11.5% 17.1% 20.4% 21.6% 14.8% 14% 9% 6.1% 9% 11.9% - 7.4% 18.3% -

FOREIGN DIRECTORS The percentage of shareholder-elected board directorships in the Nordic region held by foreign directors is 32%. The figure is greatest in Finland where it has risen from 26% in 2014 to 41% in 2016, and Denmark also has a high number of foreign directors, at 39%. Both countries have now overtaken the Netherlands (36%) on this metric and only Switzerland, at 60%, has more international diversity on its boards. More than one-third of all new directors in Denmark, Finland and Norway are foreign, and in Sweden the proportion is just under one quarter. In France, more than half of new directors appointed in the previous 12 months were non-nationals.

The broader view: New directors Denmark Finland Norway Sweden Belgium France Germany Italy Netherlands Russia Spain Switzerland UK USA

38.9% 41% 29% 25.2% 31.8% 35% 23% 9.4% 36% 43.8% 15.3% 60% 33.1% 8.1%

nordic board index 2016 9 diversity

While many foreign directors on Nordic company boards are nationals of other Nordic countries, there are no Finnish directors serving on Norwegian boards. Boards in Sweden are the most homogenous, with native Swedes occupying 75% of board seats. Finland has the most international boards; 19% of directors come from other Nordic countries and 23% of directors are from outside the region.

Foreign directors

Denmark Finland Norway Sweden Foreign directors 2014 37% 26% 23% 21% Foreign directors 2015 42% 35% 29% 24% Foreign directors 2016 39% 41% 29% 25% Average number of nationalities represented 3.4 3.8 2.1 2.6 on boards 2016 Percentage of foreign directors from outside 60% 53% 60% 61% the Nordic region 2015

The following charts show the nationalities of foreign directors in each of the four Nordic countries:

Nordic directors vs. non-Nordic directors on company boards

Denmark Finland Norway Sweden

61% Nationals 59% Nationals 71% Nationals 75% Nationals 15% Other Nordic 19% Other Nordic 13% Other Nordic 8% Other Nordic 24% Non-Nordic 22% Non-Nordic 16% Non-Nordic 17% Non-Nordic

10 spencer stuart Breakdown of non-Nordic directors on Nordic boards

Denmark Finland Norway Sweden

21% American 21% American 8% American 26% American 24% British 11% British 38% British 22% British 5% Dutch 6% Dutch 15% Dutch 6% Dutch 14% French 8% French 10% French 2% French 11% German 14% German 10% German 17% German 25% Other 40% Other 19% Other 27% Other

nordic board index 2016 11 New directors, age and length of service

New directors The Nordic region saw a rise in the number of new directors appointed, with 16% of all non-executive directors appointed to the board in the past year, up from 12%. In Norway and Sweden, 18% of directors are new to the role, the latter seeing a 100% increase on the previous year, as the table below shows.

New directors

Denmark Finland Norway Sweden New directors 2014 (of whole board) 17% 14% 10% 9% New directors 2015 (of whole board) 15% 15% 21% 9% New directors 2016 (of whole board) 11% 14% 18% 19%

New women directors 2014 21% 21% 38% 58% New women directors 2015 31% 33% 48% 57% New women directors 2016 37% 38% 44% 42%

New foreign directors 2014 43% 43% 44% 39% New foreign directors 2015 50% 43% 26% 50% New foreign directors 2016 37% 35% 41% 23%

The proportion of new female directors appointed in Sweden declined from 57% to 42% but still represents the third-highest in Europe, behind Belgium and France. Across the Nordic region, women accounted for more than one-third of all new board appointments, mirroring every other European country in our survey with the exception of the UK (29%), Spain (23%) and Russia (12%).

The Nordics continue to appoint many directors from the foreign talent pool, although Denmark and Sweden both saw their proportion drop by 13% and 27% respectively.

The broader view: New directors Denmark Finland Norway Sweden Belgium France Germany Italy Netherlands Russia Spain Switzerland UK USA

10.9% 14.4% 18% 19.1% 12.5% 14% 16.9% 17% 13% 17.7% 14.9% 10.5% 14.9% 6.6%

12 spencer stuart AGE The average age of all board directors in the Nordics is 57 years, unchanged from last year. Norwegian directors remain the second-youngest in Europe, at 55.5 years, an average of two years younger than their counterparts in Denmark, Finland and Sweden. Russia’s boards are again Europe’s youngest, at 53.6 years. The average age of chairmen across the region is 61.8 years.

Average age of directors

Denmark Finland Norway Sweden All directors (years) 58.0 58.1 55.5 57.6 Chairmen 62.2 61.3 60.0 62.8 Companies with an age limit 80% 8% 0% 0% Average age limit 70.4 66.5 N/A N/A

The European country recording the oldest average age of directors is now Switzerland at 61.1 years, overtaking Spain at 59.6 years. Directors on European boards are younger than their counterparts in the US, where the average age of non-executive directors is 63.

The broader view: Average age of directors Denmark Finland Norway Sweden Belgium France Germany Italy Netherlands Russia Spain Switzerland UK USA 58.0 58.1 55.5 57.6 57.5 58.6 - 58.8 59.4 53.6 59.6 61.1 57.8 63

nordic board index 2016 13 New directors, age and length of service

LENGTH OF SERVICE The average tenure of board directors (including chairmen) is one of the lowest in Europe at 5.2 years. Only directors in Russia (3.4) and the UK (4.9) have a shorter tenure. Directors in Sweden again have the longest tenure in the region with an average of 5.8 years.

Tenure of chairmen in the region, in role as opposed to initial election to the board, is 5.6 years. Chairmen in Sweden have the longest tenure, at 6.1 years.

Eighty percent of Danish companies now impose a mandatory retirement age, the average being 70.4 years.

For the first time, we also analysed CEO tenure, irrespective of whether the person holding the role sits on the board or not. The average tenure seen in the region is 5.6 years, with tenure in Denmark the longest, at 6.4 years. The average tenure of CEOs in the UK is 5.3 years.

Length of service

Denmark Finland Norway Sweden Average tenure for all directors (years) 5.1 4.9 3.9 5.8 Average tenure for chairmen (in role) 5.7 5.6 5.4 6.1 Average tenure for CEOs (in role) 6.4 4.7 4.6 6.3

14 spencer stuart Remuneration

CHAIRMEN The average annual remuneration for board chairmen in the Nordic countries was €136,247 in 2015, up from €125,867 in 2014. The highest-paid chairmen are in Denmark where the average total remuneration was €191,748, an increase on €141,096 paid in 2014. Norway is the only country that saw a decrease in compensation and, at €73,057, has the lowest-paid chairmen, not only in the Nordics but in the whole of Europe.

Chairmen in Switzerland received an average total remuneration of €2,148,264, the highest in Europe by a long way. Chairmen serving in Italy were the next highest remunerated with €920,000. In the UK average remuneration was €508,337 and in the US €340,209.

Retainer fees vary greatly across the region and, indeed, among companies within each country. The ranges in fees are shown in the table below. Sweden again records the largest variance, with the lowest-paid chairman receiving a retainer of €17,110 and the highest-paid receiving €347,553.

Chairman remuneration by country

Denmark Finland Norway Sweden Average chairman total remuneration (€) 191,748 120,259 73,057 159,218 Average chairman retainer (€) 150,585 116,720 66,191 150,427 Highest chairman retainer fee (€) 241,346 150,000 198,187 347,553 Lowest chairman retainer fee (€) 100,561 54,000 33,557 17,110

nordic board index 2016 15 remuneration

NON-EXECUTIVE DIRECTORS The average retainer fee paid to the region’s non-executive directors is €49,222, very close to the previous year’s figure of €49,318. Non-executive directors in Sweden received the highest retainer at €53,151, but there is very little to choose between Finland, Denmark and Sweden. Norway is slightly anomalous with by far the lowest average retainer of €31,208.

For the first time, this year we also looked at total fees paid including meeting attendance and committee membership fees. The average annual total remuneration of non-executive directors in the region was €64,763 in 2015. Taking into account these additional payments, Danish non-executive directors receive the highest total annual remuneration at €78,673, followed by Sweden at €69,191 and Finland at €66,958, with Norway again having the lowest figure at €43,729.

In the UK during the same period, the average retainer of non-executive directors in the top 150 companies was €88,154 (the average total fee was €120,066). For a comparison of retainer and committee fees across Europe and the US, see the chart on pages 22-27.

FIXED VS. ATTENDANCE FEES All four countries under review generally pay a fixed fee for board work for both chairmen and board directors. In Finland, 80% of companies pay additional fees for meeting attendance, whereas this is less common in other Nordic countries. Meeting attendance fees vary greatly and are influenced by whether board members reside in the Nordics or elsewhere.

16 spencer stuart REMUNERATION PAID EITHER FULLY OR PARTLY IN SHARES In Finland, it is common practice for board directors to be remunerated partly in shares. Of the 83% of companies who do so, 63% mandate that directors must take 40% of their fee in shares. Shares are not used for remuneration in Norwegian companies, and the practice is rarely seen in Denmark and Sweden.

The following table shows total fees paid to directors in a select group of countries where this data is readily available.

The broader view: Non-executive fees in Europe and US (€000)

292

257

201 Retainer 130 127 120 Total fee

111 90 79 82 107 67 69 88 53 44 68 51 53 48 53 32 33 31

Belgium Denmark Finland France Germany Italy Norway Spain Sweden Sw’land UK US

Source: 2016 Spencer Stuart Board Index Research. Fees converted to Euros where relevant, taking the average rate for 2015.

nordic board index 2016 17 Board meetings and committees

BOARD MEETINGS The average number of scheduled board meetings held by Nordic companies is 9.9 per annum. Finnish companies convene the most frequently, with 12.2 meetings in 2015, while Danish companies had the fewest at 8.6. If ad-hoc “per capsulam” meetings are included, the total number of board meetings across all countries averages 11.3 per year, although not all companies disclose the format of meetings.

Board meetings in the Nordic region

5 or fewer 6 to 8 9 to 11 12 to14 15 to17 18 or more Not disclosed Percentage of boards 7% 29% 32% 15% 7% 3% 7%

COMMITTEES Nordic boards have an average of 2.2 committees, the same level as last year. Seven companies in our sample have no board committees, instead choosing to fulfil these duties collectively as a board.

Audit and remuneration/compensation are the most common committees. All companies in Finland have an audit committee; in Denmark and Norway one company operates without, while in Sweden, eight companies do not have this committee, electing instead for the whole board to act in this capacity.

Committees

Denmark Finland Norway Sweden Number of committees (average) 2.9 2.4 2.0 2.0

Percentage of boards with Audit committee 96% 100% 96% 84% Remuneration/compensation committee1 88% 100% 76% 86% Nomination committee 76% 60% 0% 2% Other committees 36% 28% 28% 26%

1 Remuneration and nomination committees are sometimes combined and therefore both are included here.

18 spencer stuart BOARD COMMITMENTS Across the Nordic region, board directors sit on average on a total of 2.2 listed company boards, unchanged from last year. The figure is close to those of the US (2.1), Switzerland, (2.1) and the UK (1.9). Italian and German directors have the highest number of public board seats at an average of 3.3 and 2.8 respectively. The average number of foreign boards per director in the Nordics is 0.6.

Board commitments

Denmark Finland Norway Sweden Average number of boards per 1.9 1.9 1.5 2.6 non-executive director Average number of foreign boards per 0.8 0.7 0.5 0.6 non-executive director

BOARD EVALUATION 95% of the companies featured in this 2016 Nordic Board Index undertook a board evaluation during the financial year covered by this report. However, of these only 17% were conducted by an external provider, albeit an increase from 8% in the previous year. Six companies do not disclose their board evaluation procedure.

The UK continues to lead the way in this regard with 43% of companies undergoing an external board evaluation in 2015, by far the highest proportion in Europe, with Italy (29%) and France (23%) following behind.

nordic board index 2016 19

Comparison Tables

nordic board index 2016 21 International comparison

In this edition of the Nordic Board Index we provide two sets of tables.

In addition to the detailed company data for the Nordic companies featured in this Board Index (from page 28), we are publishing a chart comparing aggregated data from boards in various European countries and the US.

All data is taken from individual country Board Indexes published by Spencer Stuart in 2016.

Composition information

BELGIUM BeL20 + BelMid DENMARK OMX Copenhagen FINLAND OMX Helsinki FRANCE CAC40 GERMANY DAX30 ITALY 38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other) NETHERLANDS AEX NORWAY Oslo Stock Exchange RUSSIA Top companies from Expert 400 SPAIN IBEX-35 + top companies by market cap SWEDEN OMX Stockholm SWITZERLAND SMI UK FTSE 150 USA S&P 500

22 spencer stuart International comparison footnotes

General N/A = Not applicable A blank cell denotes that either the information is not available or we did not include it our research.

Belgium Norway 1 15 companies did not disclose whether they conducted 16 Excludes 28 directors whose nationality was a board evaluation. not disclosed 2 The average of the sum of fixed fee plus attendance fee 17 Excludes five directors whose nationality was multiplied by the number of board meetings for each not disclosed company (where a chairman fee is paid) 18 Independence status of 38 directors was not disclosed 3 Same formula as footnote 2, with the number of 19 Includes CEOs who do not sit on the board committee meetings replacing board meetings (excludes 13 companies for audit committee, 12 for Russia remuneration and 19 for nomination) 20 Based on 14 companies

Finland Spain 4 Excludes 35 directors whose nationality was not disclosed 21 Top 50 companies only 5 Excludes nine directors whose nationality was 22 Includes both executives and non-executives not disclosed 23 Based on 13% of companies, all constituents of the IBEX 6 Figures based on committee meeting fees multiplied by 35. Where remuneration and nomination committees are the number of committee meetings combined the average fee is €16’580 7 Includes CEOs who do not sit on the board Sweden France 34 Excludes 41 directors whose nationality was not disclosed 8 Non-executive chairmen only 25 Excludes 39 directors whose nationality was not disclosed 9 50% of remuneration and nomination committees 26 Excludes 14 directors whose nationality was not disclosed are merged 27 Independence/dependence of 3 directors was not disclosed Germany 28 Includes CEOs who do not sit on the board 10 Germany’s Companies Act states that all members of supervisory boards are considered independent Switzerland 11 Average percentage of supervisory board members 29 Includes CEOs who do not sit on the board (excl. employee representatives) independent from a major shareholder UK 30 Non-executive chairmen only Netherlands 31 Based on 78 companies in the FTSE100 12 Includes meetings where only non-executive directors are present 13 Excludes combined chairman/CEO role on executive board of two-tier boards 14 Only includes non-executive directorships on the boards of Dutch companies 15 Excludes attendance fees

nordic board index 2016 23 International comparison

BELGIUM DENMARK FINLAND FRANCE GERMANY ITALY NETHERLANDS NORWAY RUSSIA SPAIN SWEDEN SWITZERLAND UK USA Size of sample 54 25 25 40 67 100 50 25 45 100 50 20 150 482 Supervisory board/unitary board 1/53 25/0 0/25 6/34 67/0 3/97 43/7 0/25 5/40 0/100 0/50 0/20 1/149 n/a of directors Average number of board meetings 8.6 8.6 12.2 9 6.7 11.6 11.612 10 6 11.3 9.2 11.1 7.7 8.4 per year % companies which conducted an 11.1%1 20% 12% 23% 22.4% 29% 28% 12% 13% 21% 10% 5% 42.7% 3% external board evaluation

GENERAL INFORMATION Combined chairman and CEO 5.6% 0% 0% 55% 0% 18% 2% 0% 2.2% 66% 2% 0% 0.7% 52% % boards with senior independent 0% 0% 0% 43% n/a - 6% 0% 15.5% 56% 2% 0% 99.3% 86% director (SID) % of boards with vice/deputy chairmen 22% 100% 96% 68% - 40% 64% 52% 35.5% - 36% 30% 0.7% - Average board size (total) 10.4 10 8.2 13.9 14.1 11.6 9.2 8.5 10.1 10.8 9.9 10.5 10.2 10.8 Average board size (excl. 10.3 7 8 12.4 7.7 n/a 9.1 6 n/a n/a 8 n/a 10.1 n/a employee representatives) Average number of independent 4.6 4.6 6.7 8.5 7.710 5.8 5.6 3.618 3.3 4.6 5.227 8.6 6.2 9.1 board members BOARD % independent board members 44.8% 66.3% 83.1% 69% 60%11 50.1% 60% 79.6%18 32% 43% 63.7%27 88% 61.1% 84% Average number of non-executive directors 7.9 6 7 11 6.6 8.6 5.5 5 7 9 6.7 9.2 6.6 - Average number of executive directors 1.5 0 0 1 n/a 2.6 2.8 0 1.5 1.8 0.6 0.3 2.5 - Average age: all directors 57.5 58 58.1 58.6 60.7 58.8 59.4 55.5 53.6 59.6 57.6 61.1 57.8 - Average age chairmen 62.5 62.2 61.3 60.2 66.6 64.5 66.1 60 57.1 62.521 62.8 62.7 63.7 -

21 29

AGE Average age CEO 55 55 56.4 58 54.6 58.1 56.2 62.9 50.5 54.6 54.6 55 53.8 57.2 Average age: non-executive directors 57.3 57.3 58.1 59 60.7 58.9 61.8 55.5 54 - 57.9 61.1 59.6 63 Average age: executive directors 54.9 n/a n/a 59 53.1 58.4 53.7 n/a 50.1 - 54.5 61.4 52.8 - % foreign board members (all) 31.8% 38.9% 41%4 35% n/a 9.4% 36% 29%16 43.8% 15.3% 25.2%24 60% 33.1% 8.1% % foreign non-executive directors 32.4% 39.1% 41.2%4 38% 23.1% 9.2% 40% 29%16 30.1% 18.2% 23.6%25 61.8% 37.1% - % foreign executive directors 34.6% n/a n/a 15% n/a 3.9% 27% n/a 15% 5.1% 10% 50% 22.4% - FOREIGN Average number of nationalities 3.2 3.4 3.8 4.8 2.4 1.8 3.7 2.1 3.2 - 2.6 6.1 3.3 - represented on the board % female board directors (all) 27% 25.7% 29.9% 38.8% n/a 26.4% 20% 44.1% 7% 16% 36% 20.5% 24.4% 21.3% % female chairmen 5.6% 0% 4% 5% 4.5% 8% 2% 12% 0% 9.8% 4% 5% 4% 4.1% % female CEOs 6.8% 7.7% 0%7 2.5% 0% 4% 4% 0%19 0% 8.6% 8%28 0% 4.9% 4.8%

GENDER % female non-executive directors 29.6% 25.7% 30% 41% 26.4% 31.3% 26% 44.4% 7.9% 16.3% 38.2% 21.1% 29.9% - % female executive directors 12.3% n/a n/a 2% n/a 11.5% 8% n/a 3% 15.3% 9.4% 0% 8% - % boards with at least one female director 98% 96% 100% 100% 93% 99% 78% 100% 40% 83% 98% 95% 98% 98.3% % new board members 12.5% 10.9% 14.4% 14% 16.9% 17% 13% 17.2% 17.7% 14.9% 19.1% 10.5% 14.9% 6.6% % women among new 45.7% 36.8% 37.9% 51% 44.8% 41.6% 33% 42.3% 12.3% 23% 41.8% 31.8% 28.8% 32% board members

NEW MEMBERS % non-nationals among 41.4% 36.8% 35%5 45% 20.9% 16.2% 36% 40.9%17 22.2% 23% 23.1%26 63.6% 39.4% 8% new board members

24 spencer stuart BELGIUM DENMARK FINLAND FRANCE GERMANY ITALY NETHERLANDS NORWAY RUSSIA SPAIN SWEDEN SWITZERLAND UK USA Size of sample 54 25 25 40 67 100 50 25 45 100 50 20 150 482 Supervisory board/unitary board 1/53 25/0 0/25 6/34 67/0 3/97 43/7 0/25 5/40 0/100 0/50 0/20 1/149 n/a of directors Average number of board meetings 8.6 8.6 12.2 9 6.7 11.6 11.612 10 6 11.3 9.2 11.1 7.7 8.4 per year % companies which conducted an 11.1%1 20% 12% 23% 22.4% 29% 28% 12% 13% 21% 10% 5% 42.7% 3% external board evaluation

21 29

NEW MEMBERS % non-nationals among 41.4% 36.8% 35%5 45% 20.9% 16.2% 36% 40.9%17 22.2% 23% 23.1%26 63.6% 39.4% 8% new board members

nordic board index 2016 25 International comparison

BELGIUM DENMARK FINLAND FRANCE GERMANY ITALY NETHERLANDS NORWAY RUSSIA SPAIN SWEDEN SWITZERLAND UK USA Average number of boards per 1.8 1.9 1.9 2.3 - 3.3 1.114 1.5 1.7 1.1 2.6 2.1 1.9 2.1 director (total) Average number of foreign boards 34.6% n/a n/a 59% 25.5% 52% - n/a 24.6% 11.9% 59.4% 50% 24.8% 43% per director

OTHER BOARDS % executive directors with an 72.8% 59.2% 54.5% 72% - - - 74.2% 11.3% - 50% 36.3% 32.6% - outside board % companies with a mandatory 44.4% 80% 8% 33% 67.2% 4% - N/A N/A 23% N/A 55% n/a 73% retirement age Average mandatory retirement age 70.1 70.4 66.5 74 72 - N/A N/A 72.4 N/A 71.3 n/a 73.3 Average tenure (chairman and 6 5.1 4.9 6.3 5.7 5.5 3.8 3.9 3.4 6.422 5.8 6.6 4.9 4 TENURE/RETIREMENT non-executives) Average retainer for non-executive directors € 31,643 € 50,839 € 52,956 € 32,602 € 110,884 € 48,000 - € 31,208 € 132,97820 € 67,571 € 53,151 € 201,410 € 88,157 € 106,776 Average total fees for non-executive € 53,240 € 78,673 € 66,958 € 82,154 € 129,332 € 90,000 € 77,000 € 43,729 - € 127,070 € 69,191 € 291,925 € 120,066 € 256,815 directors Average total fee for chairmen € 123,8492 € 191,775 € 120,259 € 560,6668 € 258,338 € 920,000 € 103,000 € 73,087 - € 302,765 € 159,159 € 2,148,120 € 514,84330 € 340,227 Average fee for audit committee € 15,1473 € 21,275 € 5,8476 € 18,847 € 21,577 € 16,000 € 9,20015 € 7,628 - € 24,88823 € 12,565 € 51,624 € 18,141 € 11,725 membership REMUNERATION Average fee for remuneration € 9,9103 € 17,131 € 3,6336 € 14,1639 n/a € 13,000 € 6,70015 € 6,431 - € 43,59923 € 8,059 € 37,684 € 16,554 € 10,677 committee membership Average compensation for nomination € 11,6523 € 14,140 € 3,0676 € 13,8829 n/a € 12,000 € 6,10015 N/A - € 44,589 N/A € 36,410 € 13,014 € 8,060 committee membership Average board size of executive committee 6.4 5.1 9.6 13 5 6.8 3 8.6 9.5 N/A 9.4 10.2 10.131 - % foreigners on the executive committee 35.9% 39.8% 34.5% 31% 24.9% 3% 26% 19.1% 10% N/A 27.4% 59.6% 36.8%31 - EXCOM % women on the executive committee 14.8% 11.5% 17.1% 14% 9% 6.1% 9% 20.4% 11.9% N/A 21.6% 7.4% 18.4%31 -

26 spencer stuart BELGIUM DENMARK FINLAND FRANCE GERMANY ITALY NETHERLANDS NORWAY RUSSIA SPAIN SWEDEN SWITZERLAND UK USA Average number of boards per 1.8 1.9 1.9 2.3 - 3.3 1.114 1.5 1.7 1.1 2.6 2.1 1.9 2.1 director (total) Average number of foreign boards 34.6% n/a n/a 59% 25.5% 52% - n/a 24.6% 11.9% 59.4% 50% 24.8% 43% per director

nordic board index 2016 27 Board composition

Non-Executives appointed in 12 Number of external, months preceding 31 May 2016 non-executive tenure age public company boards

board dirTotalectors number of (excl. chairman) (excl. Chairman)

representatives represented on non-executives non-executives non-executives Non-Executives

average (excl. (A nationalities

verage, incl board (incl

Chairman) Number of chairman) Chairman) chairman chairman chairman chairman chairman (average) employee foreign?

foreign foreign

gender Women women

total

ceo

denmark A.P. Moller-Mærsk 12 2 Male No 3 4 2 1 0 0 7.4 12.5 61.4 57.8 57.6 1 2.2 Carlsberg 15 5 Male No 4 5 3 0 N/A N/A 4.4 4.2 63.7 58.3 62.6 0 1.5 Chr. Hansen 10 3 Male No 4 4 2 0 N/A N/A 3.8 6.0 59.9 54.9 57.4 2 1.7 Coloplast 11 3 Male No 1 2 2 2 0 2 14.6 9.5 61.4 57.1 59.5 1 1.9 Danske Bank 12 4 Male No 4 4 2 2 1 1 2.6 4.4 59.9 52.1 56.1 2 1.8 DFDS 9 3 Male No 0 1 2 1 0 0 4.6 7.2 71.7 53.9 52.1 0 1.5 DSV 6 0 Male No 0 1 2 0 N/A N/A 4.4 7.8 70.7 50.1 58.1 0 1.8 FLSmidth 10 3 Male No 4 7 1 2 2 0 4.6 5.1 56.5 51.3 59.3 5 2.3 Genmab 8 3 Male Yes 2 3 1 0 N/A N/A 6.0 3.1 70.6 55.0 65.7 1 1.8 GN Store Nord 9 3 Male Yes 4 6 2 0 N/A N/A 5.9 8.0 68.6 55.5 / 60.8 57.9 2 2.0 ISS 9 3 Male Yes 4 5 2 1 0 0 1.4 2.2 59.4 54.3 59.5 0 1.3 Jyske Bank 10 3 Male No 0 1 1 1 0 0 5.8 12.2 67.1 60.3 59.1 0 1.0 Københavns Lufthavne 9 3 Male No 5 4 1 0 N/A N/A 3.3 2.1 66.8 52.3 51.7 1 1.5 Lundbeck 8 3 Male No 2 3 2 0 N/A N/A 1.4 3.2 57.2 54.9 55.0 1 2.6 Novo Nordisk 11 4 Male Yes 5 6 3 1 1 0 2.5 3.2 67.2 61.6 57.8 1 2.3 Novozymes 9 3 Male No 2 3 1 0 N/A N/A 4.7 15.6 62.8 59.7 57.8 0 2.3 Pandora 10 0 Male No 6 6 3 1 1 1 3.1 1.2 53.1 52.7 53.4 0 1.9 Rockwool International 9 3 Male No 1 2 0 1 1 0 2.6 2.1 54.7 49.2 57.3 0 1.8 Royal Unibrew 11 4 Male No 2 3 1 0 N/A N/A 5.4 5.6 55.0 60.6 58.4 0 2.6 Sydbank 11 3 Male No 0 1 1 1 0 1 3.4 1.2 68.6 57.6 55.7 2 1.4 TDC 11 4 Male No 4 4 2 1 0 1 3.9 8.2 56.5 48.7 55.6 5 2.6 Topdanmark 9 3 Male No 1 2 3 2 0 1 3.6 1.2 50.7 56.4 56.5 2 2.2 Tryg 12 4 Male No 2 3 3 1 0 0 3.7 3.1 63.9 44.3 58.5 0 2.1 Vestas Wind Systems 12 4 Male Yes 3 3 2 0 N/A N/A 3.1 4.0 60.0 56.0 56.7 5 2.1 William Demant 8 3 Male No 0 1 1 1 0 0 4.9 9.2 66.8 58.7 53.4 1 1.8 finland Amer Sports 8 0 Male No 5 6 2 0 N/A N/A 7.6 12.4 59.7 50.4 59.3 3 1.5 Cargotec 8 0 Male No 0 1 1 3 1 0 4.5 10.9 57.4 55.3 59.5 0 2.0 Citycon 10 0 Male Yes 8 7 3 1 0 1 4.1 6.0 66.6 58.4 56.2 4 2.4 Elisa 7 0 Male No 0 1 3 1 1 Not disclosed 3.0 4.2 63.4 55.4 55.9 3 1.9 Fiskars 10 0 Male No 3 2 4 1 0 0 6.6 2.2 51.4 54.4 50.0 1 1.9 Fortum 8 0 Female No 3 3 2 1 0 0 2.7 5.2 60.8 53.4 58.9 3 1.6 Huhtamaki 7 0 Male No 4 4 2 1 0 1 7.2 3.1 59.4 55.4 66.6 3 2.0 Kemira 7 0 Male No 2 3 3 1 1 0 4.1 2.2 62.4 51.4 56.6 1 1.9 Kesko 7 0 Male No 1 2 1 2 1 0 1.3 4.1 53.4 56.4 55.1 1 1.7

28 spencer stuart Non-Executives appointed in 12 Number of external, months preceding 31 May 2016 non-executive tenure age public company boards

board dirTotalectors number of (excl. chairman) (excl. Chairman) representatives represented on non-executives non-executives non-executives Non-Executives

average (excl. (A nationalities

verage, incl board (incl

Chairman) Number of chairman) Chairman) chairman chairman chairman chairman chairman (average) employee foreign? foreign foreign gender Women women

total

ceo denmark A.P. Moller-Mærsk 12 2 Male No 3 4 2 1 0 0 7.4 12.5 61.4 57.8 57.6 1 2.2 Carlsberg 15 5 Male No 4 5 3 0 N/A N/A 4.4 4.2 63.7 58.3 62.6 0 1.5 Chr. Hansen 10 3 Male No 4 4 2 0 N/A N/A 3.8 6.0 59.9 54.9 57.4 2 1.7 Coloplast 11 3 Male No 1 2 2 2 0 2 14.6 9.5 61.4 57.1 59.5 1 1.9 Danske Bank 12 4 Male No 4 4 2 2 1 1 2.6 4.4 59.9 52.1 56.1 2 1.8 DFDS 9 3 Male No 0 1 2 1 0 0 4.6 7.2 71.7 53.9 52.1 0 1.5 DSV 6 0 Male No 0 1 2 0 N/A N/A 4.4 7.8 70.7 50.1 58.1 0 1.8 FLSmidth 10 3 Male No 4 7 1 2 2 0 4.6 5.1 56.5 51.3 59.3 5 2.3 Genmab 8 3 Male Yes 2 3 1 0 N/A N/A 6.0 3.1 70.6 55.0 65.7 1 1.8 GN Store Nord 9 3 Male Yes 4 6 2 0 N/A N/A 5.9 8.0 68.6 55.5 / 60.8 57.9 2 2.0 ISS 9 3 Male Yes 4 5 2 1 0 0 1.4 2.2 59.4 54.3 59.5 0 1.3 Jyske Bank 10 3 Male No 0 1 1 1 0 0 5.8 12.2 67.1 60.3 59.1 0 1.0 Københavns Lufthavne 9 3 Male No 5 4 1 0 N/A N/A 3.3 2.1 66.8 52.3 51.7 1 1.5 Lundbeck 8 3 Male No 2 3 2 0 N/A N/A 1.4 3.2 57.2 54.9 55.0 1 2.6 Novo Nordisk 11 4 Male Yes 5 6 3 1 1 0 2.5 3.2 67.2 61.6 57.8 1 2.3 Novozymes 9 3 Male No 2 3 1 0 N/A N/A 4.7 15.6 62.8 59.7 57.8 0 2.3 Pandora 10 0 Male No 6 6 3 1 1 1 3.1 1.2 53.1 52.7 53.4 0 1.9 Rockwool International 9 3 Male No 1 2 0 1 1 0 2.6 2.1 54.7 49.2 57.3 0 1.8 Royal Unibrew 11 4 Male No 2 3 1 0 N/A N/A 5.4 5.6 55.0 60.6 58.4 0 2.6 Sydbank 11 3 Male No 0 1 1 1 0 1 3.4 1.2 68.6 57.6 55.7 2 1.4 TDC 11 4 Male No 4 4 2 1 0 1 3.9 8.2 56.5 48.7 55.6 5 2.6 Topdanmark 9 3 Male No 1 2 3 2 0 1 3.6 1.2 50.7 56.4 56.5 2 2.2 Tryg 12 4 Male No 2 3 3 1 0 0 3.7 3.1 63.9 44.3 58.5 0 2.1 Vestas Wind Systems 12 4 Male Yes 3 3 2 0 N/A N/A 3.1 4.0 60.0 56.0 56.7 5 2.1 William Demant 8 3 Male No 0 1 1 1 0 0 4.9 9.2 66.8 58.7 53.4 1 1.8 finland Amer Sports 8 0 Male No 5 6 2 0 N/A N/A 7.6 12.4 59.7 50.4 59.3 3 1.5 Cargotec 8 0 Male No 0 1 1 3 1 0 4.5 10.9 57.4 55.3 59.5 0 2.0 Citycon 10 0 Male Yes 8 7 3 1 0 1 4.1 6.0 66.6 58.4 56.2 4 2.4 Elisa 7 0 Male No 0 1 3 1 1 Not disclosed 3.0 4.2 63.4 55.4 55.9 3 1.9 Fiskars 10 0 Male No 3 2 4 1 0 0 6.6 2.2 51.4 54.4 50.0 1 1.9 Fortum 8 0 Female No 3 3 2 1 0 0 2.7 5.2 60.8 53.4 58.9 3 1.6 Huhtamaki 7 0 Male No 4 4 2 1 0 1 7.2 3.1 59.4 55.4 66.6 3 2.0 Kemira 7 0 Male No 2 3 3 1 1 0 4.1 2.2 62.4 51.4 56.6 1 1.9 Kesko 7 0 Male No 1 2 1 2 1 0 1.3 4.1 53.4 56.4 55.1 1 1.7

nordic board index 2016 29 Board composition

Non-Executives appointed in 12 Number of external, months preceding 31 May 2016 non-executive tenure age public company boards

board dirTotalectors number of (excl. chairman) (excl. Chairman)

representatives represented on non-executives non-executives non-executives Non-Executives

average (excl. (A nationalities

verage, incl board (incl

Chairman) Number of chairman) Chairman) chairman chairman chairman chairman chairman (average) employee foreign?

foreign foreign

gender Women women

total

ceo

finland (continued) KONE 8 0 Male No 1 2 3 0 N/A N/A 6.6 9.5 59.5 47.4 54.5 1 1.9 Konecranes 6 0 Male Not disclosed 2 2 1 0 N/A N/A 9.9 0.2 47.4 52.4 62.1 1 2.8 Metsä Board 9 0 Male No 0 1 2 0 N/A N/A 7.0 11.2 60.2 52.4 63.9 0 1.3 Metso 8 0 Male No 5 4 2 2 1 1 3.3 2.4 66.5 60.4 57.7 2 2.4 Neste 7 0 Male No 2 4 3 0 N/A N/A 3.5 4.2 65.3 57.5 58.7 4 2.0 Nokia 10 0 Male No 6 5 1 3 0 3 2.5 4.1 50.1 48.6 59.8 2 2.5 Nokian Renkaat 7 0 Male Not disclosed 0 1 3 2 1 Not disclosed 2.6 10.2 68.4 53.4 54.6 2 2.3 Orion 7 0 Male No 0 1 2 1 1 Not disclosed 4.9 6.2 65.4 54.4 57.8 0 1.0 Outokumpu 9 0 Male No 3 4 3 1 1 0 3.0 3.2 65.8 59.3 60.9 0 1.2 Sampo 8 0 Male No 3 4 3 1 0 1 4.1 7.1 63.6 60.5 58.1 2 1.9 Sponda 8 0 Male Not disclosed Not Disclosed Not Disclosed 3 2 1 Not disclosed 3.2 3.2 61.4 59.4 51.9 4 1.9 Stora Enso 8 0 Male Yes 5 4 2 1 0 0 3.7 6.2 66.1 56.1 58.6 2 2.8 Tieto 10 2 Male No 4 3 2 2 1 0 2.6 6.2 68.2 53.4 51.7 0 1.4 UPM-Kymmene 10 0 Male No 3 4 3 0 N/A N/A 5.8 8.2 63.6 56.4 56.9 2 2.1 Valmet 9 1 Male Yes 3 5 3 3 1 0 1.4 1.2 59.5 53.4 56.6 1 1.8 Wärtsilä 8 0 Male No 3 3 2 0 N/A N/A 4.8 5.2 66.5 58.0 59.8 2 2.1 norway AF Gruppen 8 3 Male No Not Dislosed 1 2 2 0 0 1.8 0.1 48.4 41.4 44.7 0 1.2 Aker 10 4 Male No 2 3 3 1 0 0 3.9 11.8 57.6 52.0 56.2 4 2.7 Austevoll Seafood ASA 7 0 Male No 0 1 3 0 N/A N/A 6.6 6.1 53.4 41.4 54.6 2 2.0 Det Norske Oljeselskap 10 3 Male No 2 2 3 2 0 0 2.2 0.2 52.0 44.4 59.3 2 2.4 DnB 7 3 Female No 0 1 1 0 N/A N/A 4.0 9.0 61.5 56.0 57.1 1 1.3 Entra 7 2 Female No 1 2 1 2 1 1 0.9 1.6 59.4 44.4 56.6 1 1.8 Gjensidige 10 3 Male No 0 1 3 2 0 0 2.8 5.5 70.1 56.4 60.2 0 1.1 Hafslund 8 3 Male No 1 2 2 1 1 0 3.1 6.1 61.4 52.4 52.3 1 1.2 Kongsberg Gruppen 8 3 Male No 0 1 2 0 N/A N/A 2.6 11.1 66.1 63.4 54.8 1 1.8 Lerøy 7 1 Male No 0 1 3 0 N/A N/A 6.1 6.5 53.4 48.4 48.2 2 2.2 Marine Harvest 9 3 Male No 1 2 3 1 1 Not Disclosed 4.5 6.0 57.4 49.4 55.4 0 1.8 Norsk Hydro 10 3 Male No 3 4 3 2 1 2 3.4 2.0 58.9 58.4 55.8 1 1.3 Norwegian Air Shuttle 7 3 Male No 0 1 2 0 N/A N/A 7.7 7.0 66.4 70.4 53.5 0 1.0 Orkla 10 4 Male No 3 3 3 0 N/A N/A 2.8 10.0 59.9 52.1 52.8 0 2.5 SalMar 7 2 Male No 0 1 2 1 1 0 4.4 9.1 66.7 58.4 59.8 0 2.0 Schibsted 10 3 Male No 5 6 3 1 1 1 3.9 14.1 62.4 53.6 51.5 0 1.7 Sparebank 9 2 Male No 0 1 3 1 1 Not Disclosed 3.2 2.0 60.4 60.3 54.2 1 1.4 Statoil 11 3 Male No 4 4 3 3 1 2 2.8 0.9 57.8 60.3 58.2 0 2.0

30 spencer stuart Non-Executives appointed in 12 Number of external, months preceding 31 May 2016 non-executive tenure age public company boards

board dirTotalectors number of (excl. chairman) (excl. Chairman) representatives represented on non-executives non-executives non-executives Non-Executives

average (excl. (A nationalities

verage, incl board (incl

Chairman) Number of chairman) Chairman) chairman chairman chairman chairman chairman (average) employee foreign? foreign foreign gender Women women

total

ceo finland (continued) KONE 8 0 Male No 1 2 3 0 N/A N/A 6.6 9.5 59.5 47.4 54.5 1 1.9 Konecranes 6 0 Male Not disclosed 2 2 1 0 N/A N/A 9.9 0.2 47.4 52.4 62.1 1 2.8 Metsä Board 9 0 Male No 0 1 2 0 N/A N/A 7.0 11.2 60.2 52.4 63.9 0 1.3 Metso 8 0 Male No 5 4 2 2 1 1 3.3 2.4 66.5 60.4 57.7 2 2.4 Neste 7 0 Male No 2 4 3 0 N/A N/A 3.5 4.2 65.3 57.5 58.7 4 2.0 Nokia 10 0 Male No 6 5 1 3 0 3 2.5 4.1 50.1 48.6 59.8 2 2.5 Nokian Renkaat 7 0 Male Not disclosed 0 1 3 2 1 Not disclosed 2.6 10.2 68.4 53.4 54.6 2 2.3 Orion 7 0 Male No 0 1 2 1 1 Not disclosed 4.9 6.2 65.4 54.4 57.8 0 1.0 Outokumpu 9 0 Male No 3 4 3 1 1 0 3.0 3.2 65.8 59.3 60.9 0 1.2 Sampo 8 0 Male No 3 4 3 1 0 1 4.1 7.1 63.6 60.5 58.1 2 1.9 Sponda 8 0 Male Not disclosed Not Disclosed Not Disclosed 3 2 1 Not disclosed 3.2 3.2 61.4 59.4 51.9 4 1.9 Stora Enso 8 0 Male Yes 5 4 2 1 0 0 3.7 6.2 66.1 56.1 58.6 2 2.8 Tieto 10 2 Male No 4 3 2 2 1 0 2.6 6.2 68.2 53.4 51.7 0 1.4 UPM-Kymmene 10 0 Male No 3 4 3 0 N/A N/A 5.8 8.2 63.6 56.4 56.9 2 2.1 Valmet 9 1 Male Yes 3 5 3 3 1 0 1.4 1.2 59.5 53.4 56.6 1 1.8 Wärtsilä 8 0 Male No 3 3 2 0 N/A N/A 4.8 5.2 66.5 58.0 59.8 2 2.1 norway AF Gruppen 8 3 Male No Not Dislosed 1 2 2 0 0 1.8 0.1 48.4 41.4 44.7 0 1.2 Aker 10 4 Male No 2 3 3 1 0 0 3.9 11.8 57.6 52.0 56.2 4 2.7 Austevoll Seafood ASA 7 0 Male No 0 1 3 0 N/A N/A 6.6 6.1 53.4 41.4 54.6 2 2.0 Det Norske Oljeselskap 10 3 Male No 2 2 3 2 0 0 2.2 0.2 52.0 44.4 59.3 2 2.4 DnB 7 3 Female No 0 1 1 0 N/A N/A 4.0 9.0 61.5 56.0 57.1 1 1.3 Entra 7 2 Female No 1 2 1 2 1 1 0.9 1.6 59.4 44.4 56.6 1 1.8 Gjensidige 10 3 Male No 0 1 3 2 0 0 2.8 5.5 70.1 56.4 60.2 0 1.1 Hafslund 8 3 Male No 1 2 2 1 1 0 3.1 6.1 61.4 52.4 52.3 1 1.2 Kongsberg Gruppen 8 3 Male No 0 1 2 0 N/A N/A 2.6 11.1 66.1 63.4 54.8 1 1.8 Lerøy 7 1 Male No 0 1 3 0 N/A N/A 6.1 6.5 53.4 48.4 48.2 2 2.2 Marine Harvest 9 3 Male No 1 2 3 1 1 Not Disclosed 4.5 6.0 57.4 49.4 55.4 0 1.8 Norsk Hydro 10 3 Male No 3 4 3 2 1 2 3.4 2.0 58.9 58.4 55.8 1 1.3 Norwegian Air Shuttle 7 3 Male No 0 1 2 0 N/A N/A 7.7 7.0 66.4 70.4 53.5 0 1.0 Orkla 10 4 Male No 3 3 3 0 N/A N/A 2.8 10.0 59.9 52.1 52.8 0 2.5 SalMar 7 2 Male No 0 1 2 1 1 0 4.4 9.1 66.7 58.4 59.8 0 2.0 Schibsted 10 3 Male No 5 6 3 1 1 1 3.9 14.1 62.4 53.6 51.5 0 1.7 Sparebank 9 2 Male No 0 1 3 1 1 Not Disclosed 3.2 2.0 60.4 60.3 54.2 1 1.4 Statoil 11 3 Male No 4 4 3 3 1 2 2.8 0.9 57.8 60.3 58.2 0 2.0

nordic board index 2016 31 Board composition

Non-Executives appointed in 12 Number of external, months preceding 31 May 2016 non-executive tenure age public company boards

board dirTotalectors number of (excl. chairman) (excl. Chairman)

representatives represented on non-executives non-executives non-executives Non-Executives

average (excl. (A nationalities

verage, incl board (incl

Chairman) Number of chairman) Chairman) chairman chairman chairman chairman chairman (average) employee foreign?

foreign foreign

gender Women women

total

ceo

norway (continued) Storebrand 10 3 Male No 0 1 3 1 0 Not Disclosed 1.8 6.9 61.4 50.7 46.7 1 1.4 Telenor 11 3 Female No 3 5 3 3 1 2 1.8 0.4 61.2 56.5 56.1 0 1.8 TGS 8 0 Male No 0 1 4 2 1 0 3.7 7.0 57.4 45.4 59.3 0 1.3 TOMRA Systems 7 2 Male Yes 4 4 3 0 N/A N/A 3.6 1.1 60.4 56.4 55.4 6 2.2 Veidekke 9 3 Male No 2 2 3 1 1 1 4.1 7.4 66.7 59.3 54.4 1 1.5 XXL 6 0 Male No 3 2 3 0 N/A N/A 1.5 1.7 55.4 55.4 47.5 0 1.3 Yara International 8 3 Male Not Disclosed 0 1 2 0 N/A N/A 2.1 2.1 64.4 44.4 55.2 1 1.2 sweden AKK 8 2 Male No 2 2 3 0 N/A N/A 4.1 10.0 69.0 58.4 45.5 4 3.4 Alfa Laval 11 3 Male No 2 3 3 0 N/A N/A 9.2 13.1 67.6 N/A 58.2 3 3 ASSA ABLOY 11 2 Male No 0 1 3 1 0 0 6.0 8.1 65.1 57.4 56.3 0 3.75 Atlas Copco 11 2 Male No 2 3 3 2 2 1 6.7 2.1 59.3 60.4 57.3 2 2.4 Autoliv Inc 11 0 Male No 8 5 2 1 0 1 5.7 9.1 55.7 55.7 65.6 2 2.6 Axfood 9 3 Female No 0 1 3 2 1 0 4.6 0.2 51.4 63.4 57.2 1 1.3 Axis 10 5 Male No 1 2 0 4 0 1 8.8 1.0 63.4 54.4 61.5 0 2.2 BillerudKorsnäs 12 4 Male No 2 2 3 0 N/A N/A 5.0 4.1 55.8 57.3 63.0 2 2.3 Boliden 11 3 Male No 1 2 3 1 0 1 5.7 10.6 69.9 62.4 60.5 3 2.6 Castellum 7 0 Female No 0 1 3 1 1 Not Disclosed 4.9 4.2 57.4 52.4 55.7 3 1.9 Electrolux 12 3 Male Yes 0 2 3 2 1 0 3.3 4.2 60.4 48.0 55.7 1 2.6 Elekta 9 0 Male No 2 3 3 2 1 0 5.0 2.7 63.5 61.4 60.3 0 2.4 Fabege 8 0 Male No 0 1 4 2 2 0 6.7 9.0 74.4 52.4 53.7 5 2.9 Fastighets AB Balder 5 0 Female No 0 1 0 0 N/A N/A 9.0 9.1 73.4 49.4 60.1 0 1.5 Fingerprint Cards 9 0 Male No 0 1 2 8 2 0 1.3 0.1 60.4 53.4 55.0 0 2.3 Getinge 11 2 Male No 0 1 3 1 0 0 6.7 19.2 64.8 53.1 57.4 4 3.5 Hennes & Mauritz 10 2 Male No 0 1 3 2 2 0 5.5 18.2 68.7 41.4 52.0 1 2.1 Hexagon 6 0 Male No 0 1 3 0 N/A N/A 5.8 17.4 69.0 51.1 58.8 4 3.8 Hexpol 8 0 Male No 0 1 3 1 1 0 5.7 8.0 69.0 59.0 51.5 4 4.1 Holmen 12 3 Male No 0 1 2 1 0 0 9.3 6.2 65.4 50.4 59.4 6 3.3 Hufvudstaden 9 0 Male No 0 1 3 2 1 0 8.8 10.1 65.4 54.4 51.7 6 2.5 Husqvarna 11 2 Male Yes 2 4 3 1 0 1 3.4 1.1 60.6 57.4 52.1 2 2.9 ICA Gruppen 12 2 Male No 0 1 3 0 N/A N/A 5.6 3.0 57.4 52.4 54.8 1 2.2 Industrivärden 8 0 Male No 0 1 2 1 0 0 2.4 1.1 65.4 46.4 61.2 6 4 Investment AB Kinnevik 9 0 Male Yes 4 6 2 2 0 2 5.7 0.0 66.4 51.4 54.7 4 2.3 Investment AB Latour 8 0 Male No 0 1 2 2 1 0 7.4 0.1 58.4 60.4 56.9 0 2.9 Investor 11 0 Male No 3 4 4 0 N/A N/A 5.4 11.1 60.4 45.4 60.5 3 3.1

32 spencer stuart Non-Executives appointed in 12 Number of external, months preceding 31 May 2016 non-executive tenure age public company boards

board dirTotalectors number of (excl. chairman) (excl. Chairman) representatives represented on non-executives non-executives non-executives Non-Executives

average (excl. (A nationalities

verage, incl board (incl

Chairman) Number of chairman) Chairman) chairman chairman chairman chairman chairman (average) employee foreign? foreign foreign gender Women women

total

ceo norway (continued) Storebrand 10 3 Male No 0 1 3 1 0 Not Disclosed 1.8 6.9 61.4 50.7 46.7 1 1.4 Telenor 11 3 Female No 3 5 3 3 1 2 1.8 0.4 61.2 56.5 56.1 0 1.8 TGS 8 0 Male No 0 1 4 2 1 0 3.7 7.0 57.4 45.4 59.3 0 1.3 TOMRA Systems 7 2 Male Yes 4 4 3 0 N/A N/A 3.6 1.1 60.4 56.4 55.4 6 2.2 Veidekke 9 3 Male No 2 2 3 1 1 1 4.1 7.4 66.7 59.3 54.4 1 1.5 XXL 6 0 Male No 3 2 3 0 N/A N/A 1.5 1.7 55.4 55.4 47.5 0 1.3 Yara International 8 3 Male Not Disclosed 0 1 2 0 N/A N/A 2.1 2.1 64.4 44.4 55.2 1 1.2 sweden AKK 8 2 Male No 2 2 3 0 N/A N/A 4.1 10.0 69.0 58.4 45.5 4 3.4 Alfa Laval 11 3 Male No 2 3 3 0 N/A N/A 9.2 13.1 67.6 N/A 58.2 3 3 ASSA ABLOY 11 2 Male No 0 1 3 1 0 0 6.0 8.1 65.1 57.4 56.3 0 3.75 Atlas Copco 11 2 Male No 2 3 3 2 2 1 6.7 2.1 59.3 60.4 57.3 2 2.4 Autoliv Inc 11 0 Male No 8 5 2 1 0 1 5.7 9.1 55.7 55.7 65.6 2 2.6 Axfood 9 3 Female No 0 1 3 2 1 0 4.6 0.2 51.4 63.4 57.2 1 1.3 Axis 10 5 Male No 1 2 0 4 0 1 8.8 1.0 63.4 54.4 61.5 0 2.2 BillerudKorsnäs 12 4 Male No 2 2 3 0 N/A N/A 5.0 4.1 55.8 57.3 63.0 2 2.3 Boliden 11 3 Male No 1 2 3 1 0 1 5.7 10.6 69.9 62.4 60.5 3 2.6 Castellum 7 0 Female No 0 1 3 1 1 Not Disclosed 4.9 4.2 57.4 52.4 55.7 3 1.9 Electrolux 12 3 Male Yes 0 2 3 2 1 0 3.3 4.2 60.4 48.0 55.7 1 2.6 Elekta 9 0 Male No 2 3 3 2 1 0 5.0 2.7 63.5 61.4 60.3 0 2.4 Fabege 8 0 Male No 0 1 4 2 2 0 6.7 9.0 74.4 52.4 53.7 5 2.9 Fastighets AB Balder 5 0 Female No 0 1 0 0 N/A N/A 9.0 9.1 73.4 49.4 60.1 0 1.5 Fingerprint Cards 9 0 Male No 0 1 2 8 2 0 1.3 0.1 60.4 53.4 55.0 0 2.3 Getinge 11 2 Male No 0 1 3 1 0 0 6.7 19.2 64.8 53.1 57.4 4 3.5 Hennes & Mauritz 10 2 Male No 0 1 3 2 2 0 5.5 18.2 68.7 41.4 52.0 1 2.1 Hexagon 6 0 Male No 0 1 3 0 N/A N/A 5.8 17.4 69.0 51.1 58.8 4 3.8 Hexpol 8 0 Male No 0 1 3 1 1 0 5.7 8.0 69.0 59.0 51.5 4 4.1 Holmen 12 3 Male No 0 1 2 1 0 0 9.3 6.2 65.4 50.4 59.4 6 3.3 Hufvudstaden 9 0 Male No 0 1 3 2 1 0 8.8 10.1 65.4 54.4 51.7 6 2.5 Husqvarna 11 2 Male Yes 2 4 3 1 0 1 3.4 1.1 60.6 57.4 52.1 2 2.9 ICA Gruppen 12 2 Male No 0 1 3 0 N/A N/A 5.6 3.0 57.4 52.4 54.8 1 2.2 Industrivärden 8 0 Male No 0 1 2 1 0 0 2.4 1.1 65.4 46.4 61.2 6 4 Investment AB Kinnevik 9 0 Male Yes 4 6 2 2 0 2 5.7 0.0 66.4 51.4 54.7 4 2.3 Investment AB Latour 8 0 Male No 0 1 2 2 1 0 7.4 0.1 58.4 60.4 56.9 0 2.9 Investor 11 0 Male No 3 4 4 0 N/A N/A 5.4 11.1 60.4 45.4 60.5 3 3.1

nordic board index 2016 33 Board composition

Non-Executives appointed in 12 Number of external, months preceding 31 May 2016 non-executive tenure age public company boards

board dirTotalectors number of (excl. chairman) (excl. Chairman)

representatives represented on non-executives non-executives non-executives Non-Executives

average (excl. (A nationalities

verage, incl board (incl

Chairman) Number of chairman) Chairman) chairman chairman chairman chairman chairman (average) employee foreign?

foreign foreign

gender Women women

total

ceo

sweden (continued) L E Lundbergföretagen 9 0 Male No 0 1 2 1 0 0 4.1 7.2 71.4 65.4 55.6 0 3.2 Lundin Petroleum 8 0 Male No 2 3 3 0 N/A N/A 8.7 14.0 56.4 53.8 63.0 1 3.3 Meda 9 0 Male No 5 5 3 0 N/A N/A 3.1 2.1 53.4 56.1 54.0 2 2.0 Melker Schrörling 7 0 Male No 1 2 1 0 N/A N/A 8.8 17.4 69.0 54.9 53.6 4 2.6 NCC 9 3 Male No 0 1 3 0 N/A N/A 4.6 15.2 63.0 51.9 57.1 1 2.5 NIBE 6 0 Male No 0 1 2 0 N/A N/A 6.5 1.1 64.4 65.4 59.8 0 2.2 Nordea 12 3 Male Yes 6 7 4 0 N/A N/A 6.0 5.2 63.6 56.4 56.6 2 2.0 Pandox 7 0 Male Yes 0 2 2 7 2 1 0.9 1.0 62.4 59.4 55.2 1 2.3 SAAB 13 3 Male No 0 1 3 1 0 0 6.5 10.2 59.7 52.6 59.3 3 3.1 Sandvik 10 2 Male No 2 3 2 1 1 0 2.9 1.1 57.4 57.2 56.9 1 2.9 SCA 12 3 Male No 2 3 5 3 2 1 2.9 1.1 55.4 53.0 57.2 3 2.8 SEB 15 2 Male No 4 5 5 2 2 0 6.1 11.1 59.7 54.1 57.9 3 1.9 Securitas 9 3 Female No 0 1 2 1 0 0 9.2 0.1 61.1 59.4 50.4 2 3.4 Skanska 11 3 Male No 2 3 3 1 0 0 3.0 0.2 65.4 51.1 59.3 2 3.9 SKF 12 2 Male No 5 5 3 0 N/A N/A 5.4 8.1 70.7 54.4 63.8 0 2.6 Svenska Handelsbanken 11 2 Male No 4 4 4 2 2 0 6.4 1.2 65.4 49.4 59.2 3 2.6 Swedbank 10 2 Male No 0 1 3 2 0 0 5.9 0.2 59.4 60.4 57.2 0 1.5 Swedish Match 10 3 Male No 3 4 3 0 N/A N/A 6.3 9.1 60.8 45.6 61.4 1 2.4 Swedish Orphan Biovitrum 10 2 Male No 5 4 3 3 1 2 3.2 0.0 60.1 46.4 56.8 2 1.8 Tele2 8 0 Male Yes 5 6 4 3 2 1 1.2 6.0 61.7 48.9 48.3 0 1.4 TeliaSonera 11 3 Female No 3 4 3 3 2 2 2.0 3.2 61.1 47.4 52.4 2 1.9 Trelleborg 12 3 Male No 1 2 3 3 2 0 2.5 3.1 65.4 49.9 57.7 1 2.5 Volvo 14 3 Male No 6 5 4 2 1 0 2.7 4.2 64.0 49.1 60.2 1 2.8

34 spencer stuart Non-Executives appointed in 12 Number of external, months preceding 31 May 2016 non-executive tenure age public company boards

board dirTotalectors number of (excl. chairman) (excl. Chairman) representatives represented on non-executives non-executives non-executives Non-Executives

average (excl. (A nationalities

verage, incl board (incl

Chairman) Number of chairman) Chairman) chairman chairman chairman chairman chairman (average) employee foreign? foreign foreign gender Women women

total

ceo sweden (continued) L E Lundbergföretagen 9 0 Male No 0 1 2 1 0 0 4.1 7.2 71.4 65.4 55.6 0 3.2 Lundin Petroleum 8 0 Male No 2 3 3 0 N/A N/A 8.7 14.0 56.4 53.8 63.0 1 3.3 Meda 9 0 Male No 5 5 3 0 N/A N/A 3.1 2.1 53.4 56.1 54.0 2 2.0 Melker Schrörling 7 0 Male No 1 2 1 0 N/A N/A 8.8 17.4 69.0 54.9 53.6 4 2.6 NCC 9 3 Male No 0 1 3 0 N/A N/A 4.6 15.2 63.0 51.9 57.1 1 2.5 NIBE 6 0 Male No 0 1 2 0 N/A N/A 6.5 1.1 64.4 65.4 59.8 0 2.2 Nordea 12 3 Male Yes 6 7 4 0 N/A N/A 6.0 5.2 63.6 56.4 56.6 2 2.0 Pandox 7 0 Male Yes 0 2 2 7 2 1 0.9 1.0 62.4 59.4 55.2 1 2.3 SAAB 13 3 Male No 0 1 3 1 0 0 6.5 10.2 59.7 52.6 59.3 3 3.1 Sandvik 10 2 Male No 2 3 2 1 1 0 2.9 1.1 57.4 57.2 56.9 1 2.9 SCA 12 3 Male No 2 3 5 3 2 1 2.9 1.1 55.4 53.0 57.2 3 2.8 SEB 15 2 Male No 4 5 5 2 2 0 6.1 11.1 59.7 54.1 57.9 3 1.9 Securitas 9 3 Female No 0 1 2 1 0 0 9.2 0.1 61.1 59.4 50.4 2 3.4 Skanska 11 3 Male No 2 3 3 1 0 0 3.0 0.2 65.4 51.1 59.3 2 3.9 SKF 12 2 Male No 5 5 3 0 N/A N/A 5.4 8.1 70.7 54.4 63.8 0 2.6 Svenska Handelsbanken 11 2 Male No 4 4 4 2 2 0 6.4 1.2 65.4 49.4 59.2 3 2.6 Swedbank 10 2 Male No 0 1 3 2 0 0 5.9 0.2 59.4 60.4 57.2 0 1.5 Swedish Match 10 3 Male No 3 4 3 0 N/A N/A 6.3 9.1 60.8 45.6 61.4 1 2.4 Swedish Orphan Biovitrum 10 2 Male No 5 4 3 3 1 2 3.2 0.0 60.1 46.4 56.8 2 1.8 Tele2 8 0 Male Yes 5 6 4 3 2 1 1.2 6.0 61.7 48.9 48.3 0 1.4 TeliaSonera 11 3 Female No 3 4 3 3 2 2 2.0 3.2 61.1 47.4 52.4 2 1.9 Trelleborg 12 3 Male No 1 2 3 3 2 0 2.5 3.1 65.4 49.9 57.7 1 2.5 Volvo 14 3 Male No 6 5 4 2 1 0 2.7 4.2 64.0 49.1 60.2 1 2.8

nordic board index 2016 35 Board remuneration in 2015

Audit Committee Remuneration Committee

NED Ret

Board meeting Chairman Fees Chairman Fees

Ret Member Fees Member Fees

Chairman Currency ainer Fee ainer Fee

fees

denmark A.P. Moller-Mærsk Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Carlsberg DKK 1,400,000 400,000 N/A 452,000d 152,000 200,000d 152,000 Chr. Hansen EUR 180,000 50,000 N/A Not disclosed Not disclosed Not disclosed Not disclosed Coloplast DKK 1,200,000 400,000 N/A 300,000d 200,000 N/A N/A Danske Bank DKK 1,545,000 515,000 N/A 270,000d 180,000 170,000d 120,000 DFDS DKK 750,000 300,000 N/A 100,000d 50,000 0,00d 0,00 DSV DKK 1,200,000 400,000 N/A 400,000d 200,000 200,000d 100,000 FLSmidth DKK 1,200,000 400,000 N/A 200,000d 100,000 200,000d 100,000 Genmab DKK 900,000 300,000 N/A 150,000d+9,000a 75,000d+9,000a 150,000d+9,000a 75,000d+9,000a GN Store Nord DKK 750,000 250,000 N/A 300,000d 150,000 300,000d 150,000 ISS DKK 1,200,000 400,000 Yes a 400,000d 152,000 300,000d 152,000 Jyske Bank DKK 800,000 Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Københavns Lufthavne DKK 900,000 300,000 N/A N/A 150,000 N/A N/A Lundbeck DKK 900,000 300,000 N/A 300,000d 200,000 300,000d 200,000 Novo Nordisk DKK 1,800,000 600,000 EUR 5,0004/EUR 10,0005 600,000d+EUR 5,0004,a/EUR 10,0005,a 300,000d+EUR 5,0004,a/EUR 10,0005,a 300,000d+EUR 5,0004,a/EUR 10,0005,a 150,000d+EUR 5,0004,a/EUR 10,0005,a Novozymes DKK 1,500,000 500,000 N/A 500,000d 250,000 N/A N/A Pandora DKK 1,500,000 500,000 N/A Not disclosed Not disclosed Not disclosed Not disclosed Rockwool International DKK 900,000 300,000 N/A 250,000d 150,000 N/A 75,000 Royal Unibrew DKK 750,000 300,000 N/A N/A N/A N/A N/A Sydbank DKK Not disclosed Not disclosed N/A Not disclosed Not disclosed Not disclosed Not disclosed TDC DKK 1,100,000 400,000 N/A 250,000d 150,000 150,000d 100,000 Topdanmark DKK Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Tryg DKK 990,000 330,000 N/A 225,000d 150,000 135,000d 90,000 Vestas Wind Systems DKK 1,200,000 400,000 N/A 450,000d 250,000 400,000d 250,000 William Demant DKK 900,000 300,000 N/A 150,000d 50,000 N/A N/A finland Amer Sports EUR 100,000 50,000 N/A 0 0 0 0 Cargotec EUR 80,000 40,000 1,000 15,000d+1,000a 1,000a 1,000a 1,000a Citycon EUR 160,000 50,000 600 5,000d+800a 600a 5,000d+800a 600a Elisa EUR 108,000 60,000 500 12,000d+500a 500a 500a 500a Fiskars EUR 90,000+1,5001 45,000 7502; 2,0003,b 1,500a 1,500a 1,500a 1,500a

1 Additional meeting fee 4 For director outside Nordic Region 2 Standard fee 5 For directors outside Europe 3 For directors outside home country

36 spencer stuart Audit Committee Remuneration Committee

NED Ret

Board meeting Chairman Fees Chairman Fees

Ret Member Fees Member Fees

Chairman Currency ainer Fee ainer Fee

fees denmark A.P. Moller-Mærsk Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Carlsberg DKK 1,400,000 400,000 N/A 452,000d 152,000 200,000d 152,000 Chr. Hansen EUR 180,000 50,000 N/A Not disclosed Not disclosed Not disclosed Not disclosed Coloplast DKK 1,200,000 400,000 N/A 300,000d 200,000 N/A N/A Danske Bank DKK 1,545,000 515,000 N/A 270,000d 180,000 170,000d 120,000 DFDS DKK 750,000 300,000 N/A 100,000d 50,000 0,00d 0,00 DSV DKK 1,200,000 400,000 N/A 400,000d 200,000 200,000d 100,000 FLSmidth DKK 1,200,000 400,000 N/A 200,000d 100,000 200,000d 100,000 Genmab DKK 900,000 300,000 N/A 150,000d+9,000a 75,000d+9,000a 150,000d+9,000a 75,000d+9,000a GN Store Nord DKK 750,000 250,000 N/A 300,000d 150,000 300,000d 150,000 ISS DKK 1,200,000 400,000 Yes a 400,000d 152,000 300,000d 152,000 Jyske Bank DKK 800,000 Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Københavns Lufthavne DKK 900,000 300,000 N/A N/A 150,000 N/A N/A Lundbeck DKK 900,000 300,000 N/A 300,000d 200,000 300,000d 200,000 Novo Nordisk DKK 1,800,000 600,000 EUR 5,0004/EUR 10,0005 600,000d+EUR 5,0004,a/EUR 10,0005,a 300,000d+EUR 5,0004,a/EUR 10,0005,a 300,000d+EUR 5,0004,a/EUR 10,0005,a 150,000d+EUR 5,0004,a/EUR 10,0005,a Novozymes DKK 1,500,000 500,000 N/A 500,000d 250,000 N/A N/A Pandora DKK 1,500,000 500,000 N/A Not disclosed Not disclosed Not disclosed Not disclosed Rockwool International DKK 900,000 300,000 N/A 250,000d 150,000 N/A 75,000 Royal Unibrew DKK 750,000 300,000 N/A N/A N/A N/A N/A Sydbank DKK Not disclosed Not disclosed N/A Not disclosed Not disclosed Not disclosed Not disclosed TDC DKK 1,100,000 400,000 N/A 250,000d 150,000 150,000d 100,000 Topdanmark DKK Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Tryg DKK 990,000 330,000 N/A 225,000d 150,000 135,000d 90,000 Vestas Wind Systems DKK 1,200,000 400,000 N/A 450,000d 250,000 400,000d 250,000 William Demant DKK 900,000 300,000 N/A 150,000d 50,000 N/A N/A finland Amer Sports EUR 100,000 50,000 N/A 0 0 0 0 Cargotec EUR 80,000 40,000 1,000 15,000d+1,000a 1,000a 1,000a 1,000a Citycon EUR 160,000 50,000 600 5,000d+800a 600a 5,000d+800a 600a Elisa EUR 108,000 60,000 500 12,000d+500a 500a 500a 500a Fiskars EUR 90,000+1,5001 45,000 7502; 2,0003,b 1,500a 1,500a 1,500a 1,500a

a Attendance fee c “Foreign” attendance within Europe fee b “Foreign” attendance fee d Fixed fee

nordic board index 2016 37 Board Remuneration in 2015

Audit Committee Remuneration Committee

NED Retainer Fee

Board meeting Chairman Fees Chairman Fees

Retainer Fee Member Fees Member Fees

Chairman Currency

fees

finland (continued) Fortum EUR 75,000 40,000 6002; 1,2003,b; 1,8005,c 17,000d+600a 600a 600a 600a Huhtamaki EUR 100,000 50,000 1,000; 1,000b; 1,000c 2,000a 1,000a 1,200a 1,000a Kemira EUR 80,000 39,000 6002; 1,2003,b; 2,4005,c 10,000d+600a 600a 600a 600a Kesko EUR 80,000 37,000 500; 500b; 500c 1,000a 500a 1,000a 500a KONE EUR 54,000 33,000 5002; 2,0003,b 500a 500a 500a 500a Konecranes EUR 105,000 42,000 N/A 3,000a 1,500a 1,500a 1,500a Metsä Board EUR 88,000 58,000 600; 600b; 600c 9,600d+600a 600a 600a 600a Metso EUR 110,000 50,000 7002; 1,4004,b; 2,8005,c 15,000d+700a 700a 5,000d+700a 700a Neste EUR 66,000 35,400 6002; 1,2003,b; 600c 600a 600a 600a 600a Nokia EUR 440,000 130,000 N/A 25,000d 10,000d 25,000d 0a Nokian Renkaat EUR 80,000 40,000 600; 600b; 600c 600a 600a 600a 600a Orion EUR 76,000+1,2001 38,000 600; 600b; 600c 1,200a 600a 1,200a 600a Outokumpu EUR 140,000 60,000 6002; 1,2004,b 600a 600a 600a 600a Sampo EUR 160,000 80,000 0 0a 0 0 0 Sponda EUR 66,000+1,0001 33,000 600; 600b; 600c 1,000a 600a 600a 600a Stora Enso EUR 170,000 70,000 N/A 20,000d 14,000d 10,000d 6,000d Tieto EUR 83,000 34,500 800; 800b; 800c 18,000d+800a 800a 18,000d+800a 800a UPM-Kymmene EUR 175,000 95,000 N/A 25,000d 0a 0a 0a Valmet EUR 100,000 48,000 7002; 1,4003,b; 2,8005,c 12,000d+700a 700a 700a 700a Wärtsilä EUR 132,000+1,2001 66,000 600; 600b; 600c 2,400a 1,200a 1,400a 700a norway AF Gruppen NOK 430,000 215,000 N/A 72,000d 57,000d 55,000d 40,000d Aker NOK 555,000 335,000 N/A 170,000d 115,000d N/A N/A Austevoll Seafood ASA NOK 300,000 175,000 N/A N/A 50,000d N/A N/A Det Norske Oljeselskap USD Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed DnB NOK 510,000 324,000 N/A 120,000 55,000 42,000 42,000 Entra NOK 422,000 212,000 N/A 63,900d 44,800d 44,800d 25,700d Gjensidige NOK 543,000 271,000 8,500 Chairman / 141,000d 94,000d N/A N/A 7,500 Member Hafslund NOK 536,000 234,000 N/A 45,000d 45,000d 5,200a 5,200a Kongsberg NOK 432,000 218,000 N/A 10,900a 9,600a 10,100a 8,900a Lerøy NOK 375,000 200,000 N/A 40,000d 40,000d N/A N/A Marine Harvest NOK 950,000 350,000 N/A 150,000d 100,000d N/A N/A

1 Additional meeting fee 4 For director outside Nordic Region 2 Standard fee 5 For directors outside Europe 3 For directors outside home country

38 spencer stuart Audit Committee Remuneration Committee

NED Ret

Board meeting Chairman Fees Chairman Fees

Ret Member Fees Member Fees

Chairman Currency ainer Fee ainer Fee

fees finland (continued) Fortum EUR 75,000 40,000 6002; 1,2003,b; 1,8005,c 17,000d+600a 600a 600a 600a Huhtamaki EUR 100,000 50,000 1,000; 1,000b; 1,000c 2,000a 1,000a 1,200a 1,000a Kemira EUR 80,000 39,000 6002; 1,2003,b; 2,4005,c 10,000d+600a 600a 600a 600a Kesko EUR 80,000 37,000 500; 500b; 500c 1,000a 500a 1,000a 500a KONE EUR 54,000 33,000 5002; 2,0003,b 500a 500a 500a 500a Konecranes EUR 105,000 42,000 N/A 3,000a 1,500a 1,500a 1,500a Metsä Board EUR 88,000 58,000 600; 600b; 600c 9,600d+600a 600a 600a 600a Metso EUR 110,000 50,000 7002; 1,4004,b; 2,8005,c 15,000d+700a 700a 5,000d+700a 700a Neste EUR 66,000 35,400 6002; 1,2003,b; 600c 600a 600a 600a 600a Nokia EUR 440,000 130,000 N/A 25,000d 10,000d 25,000d 0a Nokian Renkaat EUR 80,000 40,000 600; 600b; 600c 600a 600a 600a 600a Orion EUR 76,000+1,2001 38,000 600; 600b; 600c 1,200a 600a 1,200a 600a Outokumpu EUR 140,000 60,000 6002; 1,2004,b 600a 600a 600a 600a Sampo EUR 160,000 80,000 0 0a 0 0 0 Sponda EUR 66,000+1,0001 33,000 600; 600b; 600c 1,000a 600a 600a 600a Stora Enso EUR 170,000 70,000 N/A 20,000d 14,000d 10,000d 6,000d Tieto EUR 83,000 34,500 800; 800b; 800c 18,000d+800a 800a 18,000d+800a 800a UPM-Kymmene EUR 175,000 95,000 N/A 25,000d 0a 0a 0a Valmet EUR 100,000 48,000 7002; 1,4003,b; 2,8005,c 12,000d+700a 700a 700a 700a Wärtsilä EUR 132,000+1,2001 66,000 600; 600b; 600c 2,400a 1,200a 1,400a 700a norway AF Gruppen NOK 430,000 215,000 N/A 72,000d 57,000d 55,000d 40,000d Aker NOK 555,000 335,000 N/A 170,000d 115,000d N/A N/A Austevoll Seafood ASA NOK 300,000 175,000 N/A N/A 50,000d N/A N/A Det Norske Oljeselskap USD Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed DnB NOK 510,000 324,000 N/A 120,000 55,000 42,000 42,000 Entra NOK 422,000 212,000 N/A 63,900d 44,800d 44,800d 25,700d Gjensidige NOK 543,000 271,000 8,500 Chairman / 141,000d 94,000d N/A N/A 7,500 Member Hafslund NOK 536,000 234,000 N/A 45,000d 45,000d 5,200a 5,200a Kongsberg NOK 432,000 218,000 N/A 10,900a 9,600a 10,100a 8,900a Lerøy NOK 375,000 200,000 N/A 40,000d 40,000d N/A N/A Marine Harvest NOK 950,000 350,000 N/A 150,000d 100,000d N/A N/A

a Attendance fee c “Foreign” attendance within Europe fee b “Foreign” attendance fee d Fixed fee

nordic board index 2016 39 Board Remuneration in 2015

Audit Committee Remuneration Committee

NED Retainer Fee

Board meeting Chairman Fees Chairman Fees

Retainer Fee Member Fees Member Fees

Chairman Currency

fees

norway (continued) Norsk Hydro NOK 600,000 329,000 10,000b 190,000d 124,000d 109,000d 82,000d Norwegian Air Shuttle NOK 500,000 275,000 0 N/A N/A N/A N/A Orkla NOK 680,000 400,000 16,000b 164,000d 109,000d 131,000d 98,000d SalMar NOK 320,000 200,000 N/A 50,000d 35,000d N/A N/A Schibsted NOK 800,000 375,000 50,000b; 100,000c 137,000d 88,000d 93,000d 62,000d Sparebank NOK Not disclosed Not disclosed N/A Not disclosed Not disclosed Not disclosed Not disclosed Statoil NOK Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Storebrand NOK Not disclosed Not disclosed N/A Not disclosed Not disclosed Not disclosed Not disclosed Telenor NOK Not disclosed Not disclosed N/A Not disclosed Not disclosed Not disclosed Not disclosed TGS NOK/USD USD220,000 NOK295,000 N/A Not disclosed Not disclosed Not disclosed Not disclosed TOMRA Systems NOK 590,000 420,000 N/A 47,000d 32,000d 47,000d 32,000d Veidekke NOK 474,000 240,000 N/A 77,000d 49,000d 60,500d 49,000d XXL NOK 400,000 250,000 N/A 60,000d 40,000d Not disclosed Not disclosed Yara International NOK 515,000 297,000 10,700b 152,000d 88,000d 6,800a 6,800a sweden AAK SEK 620,000 310,000 N/A 250,000d 125,000d 100,000d 50,000d Alfa Laval SEK 1,350,000 500,000 N/A 150,000d 100,000d 50,000d 50,000d ASSA ABLOY SEK 1,850,000 500,000 N/A 250,000d 125,000d 100,000d 50,000d Atlas Copco SEK 1,900,000 600,000 N/A 225,000d 150,000d 60,000d 60,000d Autoliv Inc USD 390,000 220,000 N/A 20,000d N/A 20,000d N/A Axfood SEK 560,000 325,000 N/A N/A N/A N/A N/A Axis SEK 800,000 400,000 N/A N/A N/A N/A N/A BillerudKorsnäs SEK 1,100,000 450,000 N/A 150,000d 75,000d 50,000d 25,000d Boliden SEK 1,300,000 480,000 N/A 150,000d 75,000d 50,000d 50,000d Castellum SEK 640,000 300,000 N/A 50,000d 35,000d 30,000d 30,000d Electrolux SEK 2,000,000 550,000 N/A 250,000d 95,000d 120,000d 60,000d Elekta SEK 1,075,000 460,000 N/A 200,000d 110,000d 90,000d 50,000d Fabege SEK 800,000 200,000 N/A 70,000d 40,000d N/A N/A Fastighets AB Balder SEK 160,000 100,000 N/A N/A N/A N/A N/A Fingerprint Cards SEK 350,000 220,000 10,000 N/A N/A N/A N/A Getinge SEK 1,100,000 550,000 N/A 240,000d 120,000d 125,000d 92,000d Hennes & Mauritz SEK 1,550,000 550,000 N/A 175,000d 125,000d N/A N/A

1 Additional meeting fee 4 For director outside Nordic Region 2 Standard fee 5 For directors outside Europe 3 For directors outside home country

40 spencer stuart Audit Committee Remuneration Committee

NED Ret

Board meeting Chairman Fees Chairman Fees

Ret Member Fees Member Fees

Chairman Currency ainer Fee ainer Fee

fees norway (continued) Norsk Hydro NOK 600,000 329,000 10,000b 190,000d 124,000d 109,000d 82,000d Norwegian Air Shuttle NOK 500,000 275,000 0 N/A N/A N/A N/A Orkla NOK 680,000 400,000 16,000b 164,000d 109,000d 131,000d 98,000d SalMar NOK 320,000 200,000 N/A 50,000d 35,000d N/A N/A Schibsted NOK 800,000 375,000 50,000b; 100,000c 137,000d 88,000d 93,000d 62,000d Sparebank NOK Not disclosed Not disclosed N/A Not disclosed Not disclosed Not disclosed Not disclosed Statoil NOK Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Not disclosed Storebrand NOK Not disclosed Not disclosed N/A Not disclosed Not disclosed Not disclosed Not disclosed Telenor NOK Not disclosed Not disclosed N/A Not disclosed Not disclosed Not disclosed Not disclosed TGS NOK/USD USD220,000 NOK295,000 N/A Not disclosed Not disclosed Not disclosed Not disclosed TOMRA Systems NOK 590,000 420,000 N/A 47,000d 32,000d 47,000d 32,000d Veidekke NOK 474,000 240,000 N/A 77,000d 49,000d 60,500d 49,000d XXL NOK 400,000 250,000 N/A 60,000d 40,000d Not disclosed Not disclosed Yara International NOK 515,000 297,000 10,700b 152,000d 88,000d 6,800a 6,800a sweden AAK SEK 620,000 310,000 N/A 250,000d 125,000d 100,000d 50,000d Alfa Laval SEK 1,350,000 500,000 N/A 150,000d 100,000d 50,000d 50,000d ASSA ABLOY SEK 1,850,000 500,000 N/A 250,000d 125,000d 100,000d 50,000d Atlas Copco SEK 1,900,000 600,000 N/A 225,000d 150,000d 60,000d 60,000d Autoliv Inc USD 390,000 220,000 N/A 20,000d N/A 20,000d N/A Axfood SEK 560,000 325,000 N/A N/A N/A N/A N/A Axis SEK 800,000 400,000 N/A N/A N/A N/A N/A BillerudKorsnäs SEK 1,100,000 450,000 N/A 150,000d 75,000d 50,000d 25,000d Boliden SEK 1,300,000 480,000 N/A 150,000d 75,000d 50,000d 50,000d Castellum SEK 640,000 300,000 N/A 50,000d 35,000d 30,000d 30,000d Electrolux SEK 2,000,000 550,000 N/A 250,000d 95,000d 120,000d 60,000d Elekta SEK 1,075,000 460,000 N/A 200,000d 110,000d 90,000d 50,000d Fabege SEK 800,000 200,000 N/A 70,000d 40,000d N/A N/A Fastighets AB Balder SEK 160,000 100,000 N/A N/A N/A N/A N/A Fingerprint Cards SEK 350,000 220,000 10,000 N/A N/A N/A N/A Getinge SEK 1,100,000 550,000 N/A 240,000d 120,000d 125,000d 92,000d Hennes & Mauritz SEK 1,550,000 550,000 N/A 175,000d 125,000d N/A N/A

a Attendance fee c “Foreign” attendance within Europe fee b “Foreign” attendance fee d Fixed fee

nordic board index 2016 41 Board Remuneration in 2015

Audit Committee Remuneration Committee

NED Retainer Fee

Board meeting Chairman Fees Chairman Fees

Retainer Fee Member Fees Member Fees

Chairman Currency

fees

sweden (continued) Hexagon EUR 117,600 53,400 N/A 21,400d 16,100d 9,100d 6,400d Hexpol SEK 600,000 300,000 N/A 200,000d 100,000d 75,000d 50,000d Holmen SEK 650,000 325,000 N/A N/A N/A N/A N/A Hufvudstaden SEK 400,000 200,000 N/A N/A N/A N/A N/A Husqvarna SEK 1,725,000 500,000 10,000b; 20,000c 175,000d 80,000d 100,000d 50,000d ICA Gruppen SEK 950,000 350,000 N/A 170,000d 85,000d not disclosed 50,000d Industrivärden SEK 2,000,000 600,000 N/A N/A N/A N/A N/A Investment AB Kinnevik SEK 2,100,000 525,000 N/A 175,000d 85,000d 100,000d 50,000d Investment AB Latour SEK 1,200,000 400,000 N/A N/A N/A N/A N/A Investor SEK 2,340,000 625,000 N/A 250,000d 165,000d 155,000d 78,000d L E Lundbergföretagen SEK 750,000 250,000 N/A N/A N/A N/A N/A Lundin Petroleum SEK 1,050,000 500,000 N/A 150,000d 100,000d 150,000d 100,000d Meda SEK 900,000 400,000 N/A 100,000d 50,000d 100,000d 50,000d Melker Schrörling SEK 100,000 100,000 N/A N/A N/A N/A N/A NCC SEK 1,100,000 500,000 N/A N/A N/A N/A N/A NIBE SEK 450,000 225,000 N/A N/A N/A N/A N/A Nordea EUR 279,000 86,250 N/A 35,000d 25,000d 35,000d 25,000d Pandox SEK 600,000 400,000 N/A Not Disclosed Not Disclosed N/A 50,000d SAAB SEK 1,400,000 550,000 N/A 180,000d 120,000d 135,000d 80,000d Sandvik SEK 1,700,000 600,000 N/A 175,000d 150,000d 125,000d 100,000d SCA SEK 2,100,000 700,000 N/A 175,000d 130,000d 135,000d 105,000d SEB SEK 2,750,000 650,000 N/A 387,500d 195,000d 387,500d 195,000d Securitas SEK 1,200,000 500,000 N/A 250,000d 125,000d 100,000d 50,000d Skanska SEK 1,950,000 650,000 N/A 150,000d 125,000d 100,000d 100,000d SKF SEK 1,900,000 650,000 N/A 220,000d 157,000d 126,000d 100,000d Svenska Handelsbanken SEK 3,150,000 640,000 N/A 200,000d 150,000d N/A 130,000d Swedbank SEK 2,430,000 525,000 N/A 290,000d 215,000d N/A 100,000d Swedish Match SEK 1,750,000 700,000 N/A 250,000d 125,000d 250,000d 125,000d Swedish Orphan Biovitrum SEK 0 335,000 10,000b; 20,000c 100,000d 60,000d 60,000d 30,000d Tele2 SEK 1,430,000 550,000 N/A 210,000d 105,000d 79,000d 40,000d TeliaSonera SEK 1,550,000 530,000 N/A 150,000d 100,000d 65,000d 45,000d Trelleborg SEK 1,300,000 475,000 N/A 150,000d 100,000d 50,000d 50,000d Volvo SEK 3,250,000 950,000 N/A 300,000d 150,000d 125,000d 100,000d

1 Additional meeting fee 4 For director outside Nordic Region 2 Standard fee 5 For directors outside Europe 3 For directors outside home country

42 spencer stuart Audit Committee Remuneration Committee

NED Ret

Board meeting Chairman Fees Chairman Fees

Ret Member Fees Member Fees

Chairman Currency ainer Fee ainer Fee

fees sweden (continued) Hexagon EUR 117,600 53,400 N/A 21,400d 16,100d 9,100d 6,400d Hexpol SEK 600,000 300,000 N/A 200,000d 100,000d 75,000d 50,000d Holmen SEK 650,000 325,000 N/A N/A N/A N/A N/A Hufvudstaden SEK 400,000 200,000 N/A N/A N/A N/A N/A Husqvarna SEK 1,725,000 500,000 10,000b; 20,000c 175,000d 80,000d 100,000d 50,000d ICA Gruppen SEK 950,000 350,000 N/A 170,000d 85,000d not disclosed 50,000d Industrivärden SEK 2,000,000 600,000 N/A N/A N/A N/A N/A Investment AB Kinnevik SEK 2,100,000 525,000 N/A 175,000d 85,000d 100,000d 50,000d Investment AB Latour SEK 1,200,000 400,000 N/A N/A N/A N/A N/A Investor SEK 2,340,000 625,000 N/A 250,000d 165,000d 155,000d 78,000d L E Lundbergföretagen SEK 750,000 250,000 N/A N/A N/A N/A N/A Lundin Petroleum SEK 1,050,000 500,000 N/A 150,000d 100,000d 150,000d 100,000d Meda SEK 900,000 400,000 N/A 100,000d 50,000d 100,000d 50,000d Melker Schrörling SEK 100,000 100,000 N/A N/A N/A N/A N/A NCC SEK 1,100,000 500,000 N/A N/A N/A N/A N/A NIBE SEK 450,000 225,000 N/A N/A N/A N/A N/A Nordea EUR 279,000 86,250 N/A 35,000d 25,000d 35,000d 25,000d Pandox SEK 600,000 400,000 N/A Not Disclosed Not Disclosed N/A 50,000d SAAB SEK 1,400,000 550,000 N/A 180,000d 120,000d 135,000d 80,000d Sandvik SEK 1,700,000 600,000 N/A 175,000d 150,000d 125,000d 100,000d SCA SEK 2,100,000 700,000 N/A 175,000d 130,000d 135,000d 105,000d SEB SEK 2,750,000 650,000 N/A 387,500d 195,000d 387,500d 195,000d Securitas SEK 1,200,000 500,000 N/A 250,000d 125,000d 100,000d 50,000d Skanska SEK 1,950,000 650,000 N/A 150,000d 125,000d 100,000d 100,000d SKF SEK 1,900,000 650,000 N/A 220,000d 157,000d 126,000d 100,000d Svenska Handelsbanken SEK 3,150,000 640,000 N/A 200,000d 150,000d N/A 130,000d Swedbank SEK 2,430,000 525,000 N/A 290,000d 215,000d N/A 100,000d Swedish Match SEK 1,750,000 700,000 N/A 250,000d 125,000d 250,000d 125,000d Swedish Orphan Biovitrum SEK 0 335,000 10,000b; 20,000c 100,000d 60,000d 60,000d 30,000d Tele2 SEK 1,430,000 550,000 N/A 210,000d 105,000d 79,000d 40,000d TeliaSonera SEK 1,550,000 530,000 N/A 150,000d 100,000d 65,000d 45,000d Trelleborg SEK 1,300,000 475,000 N/A 150,000d 100,000d 50,000d 50,000d Volvo SEK 3,250,000 950,000 N/A 300,000d 150,000d 125,000d 100,000d

a Attendance fee c “Foreign” attendance within Europe fee b “Foreign” attendance fee d Fixed fee

nordic board index 2016 43 Board committees

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committees committee meetings denmark A.P. Moller-Mærsk 2: A, R A6; R2 to 4 Yes, internal 6 0 Carlsberg 3: A, N, R A7; N5; R10 Yes, internal 6 1 Chr. Hansen 4: A, N, R, Sc A4; N4; R3; Sc5 Yes, external 3 0 Coloplast 1: A A5 Yes, internal 4 0 Danske Bank 4: A, CrRi, N, R A6; CrRi7; N4; R4 Yes, external 7 0 DFDS 3: A, N, R Not disclosed Yes, internal 2 0 DSV 3: A, N, R A3; N2; R2 Yes, internal 8 0 FLSmidth 3: A, R, N A6; R5; N4 Yes, external 7 1 Genmab 3: A, C, NCG A5; C4; N&CG2 Yes, internal 8 3 GN Store Nord 4: A, N, R, Str A5; N2; R7; S9 Yes, internal 3 0 ISS 4: ARi, N, R, Tr ARi9; N1; R7; Tr4 Yes, external 11 1 Jyske Bank 4: A, N, R, Ri A7; N6; R2; Ri5 Not disclosed 5 0 Københavns Lufthavne 1: ARi ARi4 Yes, external 1 0 Lundbeck 3: A, R, Sc Not disclosed Yes, internal 6 0 Novo Nordisk 3: A, N, R A5; N7; R5 Yes, internal 9 0 Novozymes 1: A A4 Yes, external 6 1 Pandora 3: A, N, R A7; N2; R4 Yes, internal 2 0 Rockwool International 2: A, R A4 Yes, internal 9 2 Royal Unibrew 2: N, R N1; R1 Yes, internal 3 0 Sydbank 4: A, N, R, Ri A8 Yes 3 1 TDC 4: A, BR, R, N A3; BR3; R5+2; N4+2 Yes, internal 9 3 Topdanmark 3: A, N, R Not disclosed Yes, internal 4 1 Tryg 4: A, N, R, Ri A4; N2; R5; Ri5 Yes, internal 3 0 Vestas Wind Systems 3: A, N&R, Tech A7; N&R4; Tech4 Yes, internal 5 1 William Demant 2: A, N A3; N1 Yes, internal 3 0 finland Amer Sports 3: A, N, R A5; R5; N6 Yes, internal 12 1 Cargotec 2: A&Ri, N&R A&Ri5; N&R6 Yes, internal 8 1 Citycon 3: A; N&R; Str&Inv A6; N&R3; Str&Inv4 Yes, internal 6 2 Elisa 2: A, N&R A5; N&R3 Yes, internal 9 2 Fiskars 3: A, R, N&Str A5; R5; N&Str5 Yes, external 11 1 Fortum 2: A&Ri, N&R A&Ri5; N&R4 Yes, internal 11 2

A Audit Com Compliance F Finance BR Business Review CR Corporate Social Responsibility/ Inv Investment C Credit Sustainability/ Ethics N Nomination CG Corporate Governance D R&D Pp Property

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comittees committee meetings Huhtamaki 3: A, N, R A6; N1; R5 Yes, internal 7 1 Kemira 2: A, R A5; R3 Yes, internal 10 2 Kesko 2: A, R A5; R3 Yes, internal 9 2 KONE 2: A, N&R A3; N&R5 Yes, internal 13 2 Konecranes 2: A, N&R A6; N&R4 Yes, internal 7 0 Metsä Board 2: A, N&R A4; N&R4 Yes, internal 6 2 Metso 2: A, R A5; R4 Yes, internal 7 1 Neste 2: A, R A5; R8 Yes, internal 11 2 Nokia 3: A, R, N A7; R7; N7 Yes, internal 13 2 Nokian Renkaat 2: A, N&R A5; N&R5 Yes, internal 12 2 Orion 3: A, R, D A4; R3; D2 Yes, internal 8 3 Outokumpu 2: A, R A5; R7 Yes, internal 10 1 Sampo 2: A, N&R A4; N&R4 Yes, internal 10 0 Sponda 2: A, R A4; R4 Yes, external 6 2 Stora Enso 3: A, R, CSR A6; N4; CR4 Yes, internal 13 3 Tieto 2: A&Ri, R A&Ri6; R6 Yes, external 8 2 UPM-Kymmene 3: A, R, N A6; R3; N4 Yes, internal 11 2 Valmet 2: A, R A6; R6 Yes, internal 14 2 Wärtsilä 3: A, R, N A5; R4; N1 Yes, internal 8 1 norway AF Gruppen 2: A, R A7; R1 Yes, internal 8 0 Aker 1: A A9 Yes, internal 2 0 Austevoll Seafood ASA 1: A Not disclosed Yes, internal 3 1 Det Norske Oljeselskap 2: A, R A8; R(Not disclosed) Not disclosed 7 1 DnB 3: A, R, Ri A7; R6; Ri7 Yes, external 12 4 Entra 2: A, R A8; R7 Yes, internal 7 3 Gjensidige 2: A, R A7; R1 Yes, external 9 2 Hafslund 2: A, R Not disclosed Yes, internal 8 3 Kongsberg 2: A, R A6; R7 Yes, internal 9 2 Lerøy 1: A A3 Not disclosed 3 0 Marine Harvest 1: A A8 Yes, internal 9 3 Norsk Hydro 2: A, R A6; R7 Yes, external 9 4 Norwegian Air Shuttle 0 N/A Yes, internal 11 1

PrR Project Review Sc Scientific R Remuneration/Compensation Str Strategy Ri Risk/Risk Management Tech Technology S Safety Tr Transaction nordic board index 2016 45 Board committees

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committees committee meetings Orkla 2: A, R Not disclosed Yes, internal 9 1 SalMar 1: A A4 Yes, internal 6 1 Schibsted 2: A, R A7; R4 Yes, internal 10 2 Sparebank 3: A, R, Ri A6; R7; Ri5 Yes, internal 8 1 Statoil 3: A, R; S&CR A6; R7; S&CR5 Yes, external 11 2 Storebrand 3: A, R, Ri A7; R4; Ri4 Yes, internal 8 2 Telenor 3: A, R, CR A8; R8; CR7 Yes, external 19 4 TGS 2: A, R A7; R8 Not disclosed 10 2 TOMRA Systems 3: A, R, CR A4; R2; CR3 Not disclosed 9 0 Veidekke 3: A, R, Pp Not disclosed Yes, internal 6 1 XXL 2: A, R Not disclosed Yes, internal 12 1 Yara International 2: A, R A6; R6 Yes, internal 9 2 sweden AKK 2: A, R A4; R1 Yes, internal 13 1 Alfa Laval 2: A, R A3; R2 Yes, internal 11 1 ASSA ABLOY 2: A, R A4; R1 Yes, internal 9 1 Atlas Copco 2: A, R A5; R3 Yes, internal 9 2 Autoliv Inc 4: A, R, N, Com A9; R7; N4; Com4 Yes, internal 11 1 Axfood 1: R R1 Yes, internal 11 4 Axis 0 N/A Yes, internal 10 2 BillerudKorsnäs 3: A, R, Inv A6; R5; Inv4 Yes, internal 9 2 Boliden 2: A, R A5; R2 Yes, internal 5 1 Castellum 2: A, R A4; R2 Yes, external 8 3 Electrolux 2: A, R A5; R4 Yes, internal 12 3 Elekta 2: A, R Not disclosed Yes, external 9 0 Fabege 1: A A4 Yes, internal 6 2 Fastighets AB Balder 2: A, R A1; R1 Yes, internal 6 1 Fingerprint Cards 2: A, R Not Disclosed Yes, internal 9 0 Getinge 2: A, R A5; R2 Yes, internal 12 3 Hennes & Mauritz 1: A A4 Yes, internal 17 8 Hexagon 2: A, R A7; R1 Yes, internal 12 1 Hexpol 2: A, R A3; R1 Yes, internal 6 1 Holmen 1: R Not Disclosed Yes, internal 10 3

A Audit Com Compliance F Finance BR Business Review CR Corporate Social Responsibility/ Inv Investment C Credit Sustainability/ Ethics N Nomination CG Corporate Governance D R&D Pp Property

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comittees committee meetings Hufvudstaden 0 N/A Yes, internal 7 2 Husqvarna 2: A, R A7; R6 Yes, internal 13 1 ICA Gruppen 3: A, R, Inv A4; R6; Inv10 Yes, internal 11 4 Industrivärden 2: A, R A3; R3 Yes, internal 4 1 Investment AB Kinnevik 3: A, R, Inv A12; R4; Inv4 Yes, internal 6 1 Investment AB Latour 2: A, R A2; R1 Yes, internal 2 0 Investor 2: A&RI, R A&Ri8; R8 Yes, internal 5 2 L E Lundbergföretagen 0 N/A Yes, internal 3 0 Lundin Petroleum 2: A, R A6; R3 Yes, internal 7 1 Meda 2: A, R A3; R6 Yes, internal 9 0 Melker Schrörling 0 N/A Not Disclosed 1 0 NCC 0 N/A Yes, external 9 2 NIBE 0 N/A Yes, internal 5 1 Nordea 3: A, R, Ri A10; R8; Ri6 Yes, internal 8 0 Pandox 2: A, R A3; R2 Yes, internal 6 2 SAAB 2: A, R A5; R3 Yes, internal 11 3 Sandvik 2: A, R A5; R3 Yes, internal 11 4 SCA 2: A, R A5; R7 Yes, external 17 6 SEB 3: A&C, R, Ri A6; R8; Ri21 Yes, Internal 18 2 Securitas 2: A, R A4; R1 Yes, internal 12 1 Skanska 3: A, R, PrR A8; R6; PrR12 Yes, internal 9 2 SKF 2: A, R A7; R3 Yes, internal 11 2 Svenska Handelsbanken 4: A, R, Ri, C A6; R10; Ri5; C13 Yes, internal 15 3 Swedbank 3: A, R, Ri A5; R8; Ri12 Yes, internal 19 7 Swedish Match 2: A, R A5; R3 Yes, external 8 2 Swedish Orphan Biovitrum 3: A, R, Sc A6; R6, Sc2 Yes, external 11 3 Tele2 2: A, R A4; R9 Yes, internal 8 4 TeliaSonera 3: A, R, CR A7, R5; CR5 Yes, internal 9 3 Trelleborg 3: A, R, F A5; R5; F3 Yes, external 11 1 Volvo 2: A, R A8; R5 Yes, internal 12 2

PrR Project Review Sc Scientific R Remuneration/Compensation Str Strategy Ri Risk/Risk Management Tech Technology S Safety Tr Transaction nordic board index 2016 47 About Spencer Stuart

At Spencer Stuart, we know how much leadership matters. We are trusted by organisations around the world to help them make the senior-level leadership decisions that have a lasting impact on their enterprises. Through our executive search, board and leadership advisory services, we help build and enhance high-performing teams for select clients ranging from major multinationals to emerging companies to nonprofit institutions.

Privately held since 1956, we focus on delivering knowledge, insight and results though the collaborative efforts of a team of experts — now spanning 56 offices, 30 countries and more than 50 practice specialties. Boards and leaders consistently turn to Spencer Stuart to help address their evolving leadership needs in areas such as senior-level executive search, board recruitment, board effectiveness, succession planning, in-depth senior management assessment and many other facets of organisational effectiveness. For more information on Spencer Stuart, please visit www.spencerstuart.com.

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Spencer Stuart Board Governance Trends is an exclusive source of insight into the way board practices are changing around the world and how they compare across countries. It is a one-stop online resource for the latest data in board composition, governance practices and director compensation among leading public companies in more than 20 countries.

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