PF Finans / Clarinova

subcommittees, those being the audit committee and the investment committee. Described below is also the Board’s discharge of remuneration committee tasks.

Audit committee The audit committee is charged with the responsibility of reviewing the system of internal control, management and reporting of financial risks and the audit process. When relevant and appropriate, the Chief Financial Officer and the Company’s auditors are invited to attend the meetings, including a yearly planning stage meeting before the audit and after the audit, at the reporting stage. Other Directors may also be invited to attend, although at least once a year the audit committee must meet the Company’s external auditors without any management being present. The tasks of the audit committee include consideration of matters relating to the appointment of external auditors for Clarinova and its main subsidiaries, the independence of the Company’s auditors, as well as review of the audit fees. The audit committee shall also review the integrity of the Company’s annual and interim reports, preliminary results’ announcements and any other formal announcements relating to the Company’s financial performance and situation. The Chairman of the committee must have significant knowledge and experience in accounting in general and the accounting principles applicable to the Company in particular. The audit committee shall meet as regularly as deemed necessary by the Board and in connection with the release of the Company’s interim and full year financial statements. Investment committee The investment committee, when established in 2011, is to be responsible for: • Acting in accordance with, and making investment decisions based on the “Terms of reference”  Develop, monitor and manage risks ensuring that the policies and strategies are well established for aquisition and managment of the Companys assets; • co-ordinating and following up relations and communication with stakeholders such as Counterparts in the finacial market • taking initiatives for the development of relevant management procedures; • analysing the legal and political environment in which the Company operates; and • reviewing the Company’s legal and financial risk profile within its environment. In 2011, the Board in full subsumed the functions of the investment committee, as defined above, whose business has since then instead been conducted within the framework of ordinary Board meetings with all members of the Board and not separately.The investment committee will start its work by the beginning of 2012 constitued by three external members, Mr. Lars Risland, Mr. Matti Kinnunen, Mr. Hans Stefan Mårtensson and Mr. Bertil Olsson representing the Board. Mr. Matti Kinnunen was born the 14 December 1958 in Oulu, Finland. Mr. Kinnunen holds an MBA in business administration from Stockholm School of Economics and was a researcher in derivates theory during 1982-84. 1985-86 he initiated the options trading for SEB. During the 1987 he was vice President of Citibank and SEB. From 1991 until 2008 he held several senior positions in the Carnegie Investment Bank Group, such as CEO during 1992-2002 in Carnegie AB. From 2009 Mr. Kinnunen is holding several board position such as in the stock listed Northland Resources. He has been holding other board member positions i.e. Nasdaq OMX 1996-2009 and as chairman in the Swedish Securities Dealer Organisation 1999-2006. The audit committee consists of the two board members, and the Company secretary Mr. Kevin Keenan.

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