Board of Directors

Compentence, composition and election

The Board of Directors is responsible for the administration and the proper organization of the operations of the company. The Board
acts in accordance with the Articles of Association and the applicable legislation as well as the instructions and recommendations of the Financial Supervisory Authority and Nasdaq Helsinki Ltd. In accordance with the Articles of Association, Vaisala Corporation's Board of Directors comprises at least six and maximum nine members. The Annual General Meeting elects all Board members.

The Board of Directors elects a Chair and a Vice Chair from among its members. Under the Articles of Association, the term of the Board members is one year. The term begins at the close of the General Meeting in which the member is elected and ends at the close of the subsequent Annual General Meeting following the member’s election.

Corporate Governance Statement 2024

Selection criteria, diversity and the independence of the members

The primary goal in Board member election is to gather a team where the joint capabilities of the members enable the Board to support the development of the company's current and future business, impact, and sustainability. The Board should be considered as a whole that is capable of managing its tasks and duties in the best possible way. In addition, the Board should consist of members of different genders, educational and professional backgrounds, and nationalities.

The Board of Directors and the Nomination Committee are taking measures to make sure the company meets the requirement that at least 40% of the underrepresented gender hold non-executive director positions by June 2026 as defined in the Finnish Corporate Governance Code 2025.

Vaisala complies with the Finnish Corporate Governance Code 2025 in evaluating the independence of the members of the Board. The majority of the members of the Board must be independent of the company, and at least two members in this majority must be independent of the company’s major shareholders. The Board evaluates the independence of the members annually based on an overall evaluation. This evaluation of a member takes into account information and analysis provided by the member themself.

Vaisala's Board of Directors in 2024 represented adequate expertise and experience as well as diversity on all the established goals as a team. All members of the Board in 2024 were independent of the company. With the exception of Raimo Voipio and Ville Voipio, all other members of the Board in 2024 were independent of significant shareholders.

Corporate Governance Statement 2024

Members of the Board of Directors

Ville Voipio

Chair of the Board

Member of the People and Sustainability Committee

Chair of the Nomination Committee

Raimo Voipio

Vice Chair of the Board

Member of the Audit Committee

Member of the Nomination Committee

Annica Bresky

Member of the Board

Member of the People and Sustainability Committee

Member of the Nomination Committee

Antti Jääskeläinen

Member of the Board

Chair of the People and Sustainability Committee

Lotte Rosenberg

Member of the Board

Member of the Audit Committee

Kaarina Ståhlberg

Member of the Board

Chair of the Audit Committee

Tuomas Syrjänen

Member of the Board

Member of the People and Sustainability Committee

Member of the Nomination Committee

Meetings, duties and decision-making

The Board of Directors convenes at least eight times a year and if otherwise needed. The President and CEO and the Chief Financial Officer also attend Board meetings. The other members of the Leadership Team attend Board meetings as required at the invitation of the Board of Directors. The Board of Directors may, on the basis of the Chair’s decision, establish working groups from among its members in individual cases to prepare the matters allocated for it in order to ensure the effective organization of the Board of Directors’ work.

The Board of Directors operates in accordance with an approved written charter, published on the company’s website. Meetings may, if necessary, be held as conference calls, video meetings, or e-mail meetings. Minutes of the meetings are compiled in English, with annually running numbering. The General Counsel acts as the Secretary of the Board of Directors.

A member of the Board of Directors is not allowed to participate if they are biased in that issue between themself and the company or between the company and a third party when there is a possibility to achieve essential advantage to themself, which may conflict with the company’s interest.

The members of the Board of Directors are bound by obligations related to commercial and trade secrets as well as by the restrictions and requirements of the Market Abuse Regulation (EU) N:o 596/2014 (MAR) and the restrictions and obligations of Vaisala’s Insider Policy. In their decision-making and other activities, the Board and its members must act in accordance with the interest of the company and all its shareholders as well as in accordance with the principles of due care.

The Board will have a quorum when more than half of the members are present. Decisions are made on a simple majority basis, and when the votes are even, the Chair has the casting vote. When the votes for the election of the Chair are even, the Chair is elected by drawing lots.

The President and CEO is responsible for the execution of the Board of Directors’ decisions, oversees their implementation, and reports to the Board on deficiencies or problems observed during the execution.

Corporate Governance Statement 2024

Charter for the Board of Directors

Main responsibilities of the Board of Directors are

to decide on the election and dismissal of the President and CEO
to decide on the employment terms of the President and CEO
to decide on the election and dismissal of the members of the Leadership Team and their job descriptions, including employment
terms, as well as the same of other direct reports of the President and CEO, based on the President and CEO’s proposition
to ensure that the company has organized internal control of accounting and financial management as well as to monitor the effectiveness of supervision
to ensure monitoring, managing and overseeing material impacts, risks and opportunities related to sustainability matters,
to approve the results of the double materiality assessment for sustainability reporting
to determine the company’s strategy and oversee its implementation and to approve the strategic plans of the business areas
to determine the company’s long-term targets and to monitor their implementation and to accept business areas’ long-term targets
to assess the company’s and its business areas’ annual action plans
to approve the company and its business areas’ financial targets
to make business decisions, the value of which exceeds the approval limit of the President and CEO according to the Approval Policy, such as business reorganizations, acquisitions and divestitures, major contracts and liabilities, investments, and financing arrangements
to review and approve the company’s most important policies and instructions, such as Approval Policy, Treasury Policy, Disclosure Policy, Dividend Policy, Risk Management Policy, Insider Policy, Code of Conduct, and Anti-Corruption Policy
to review and approve a Financial Statement Release, financial statements, sustainability statement, and the Board of Directors’ Report as well as Corporate Governance Statement
to make a dividend proposal to the General Meeting
to review and approve Interim Reports and Half Year Financial Report
to monitor the evaluation and management of risks related to the company’s strategy and business operations, and
to decide on Remuneration Policy and management remuneration and incentive systems.

Board committees

The Board of Directors has three permanent committees: Audit Committee, People and Sustainability Committee, and Nomination
Committee, as well as Strategic Planning Committee that was established in 2023 for dealing with significant matters as needed. The members and Chairs of the committees are appointed annually from among the members of the Board of Directors in accordance with the charter of the respective committee with the exception of the Strategic Planning Committee, members of which are nominated among the members of the Board of Directors as needed. The diversity of the know-how, experience, and opinions of the committee members contributes to open discussion and the committee’s ability to address the issues under its responsibility in a comprehensive manner.

Audit Committee

The Audit Committee assists the Board of Directors in supervising the company’s accounting and asset management, risk management, as well as in organizing internal controls and external and internal audits. The Audit Committee reviews Interim Reports, Half Year Financial Report, Financial Statement Release and financial statements, sustainability statement, as well as Board of Directors’ Report. The Audit Committee manages its tasks in accordance with the charter approved by the Board of Directors, the Securities Market Association’s Finnish Corporate Governance Code, as well as the applicable laws and regulations. The Audit Committee’s charter is published as part of the charter of the Board of Directors on the company’s website. The Audit Committee reports regularly about its meetings to the Board of Directors.

The Audit Committee comprises at least three members, appointed annually by the Board of Directors from among its members. The members of the committee must be independent of the company, and at least one member must also be independent of significant shareholders of the company. A member of the Audit Committee may not participate in the company’s or its group company’s daily management. Members of the Audit Committee have sufficient expertise and experience in matters forming part of the Audit Committee’s duties and of the mandatory tasks related to audit.

Corporate Governance Statement 2024

People and Sustainability Committee

The People and Sustainability Committee is responsible for preparing people, sustainability, and ESG topics for the Board of Directors. The committee reviews Vaisala's plans for employee development, talent attraction and management, succession planning, and their progress. The People and Sustainability Committee proposes the compensation of the President and CEO as well as top management, evaluation of the performance of the President and CEO and the Leadership Team, and the company remuneration and incentive plans to the Board of Directors. The People and Sustainability Committee’s charter is available as part of the
charter of the Board of Directors on the company’s website. The People and Sustainability Committee reports regularly about its meetings to the Board of Directors.

The People and Sustainability Committee comprises at least three members, appointed annually by the Board of Directors from among its members. The majority of the committee members must be independent of the company.

Corporate Governance Statement 2024

Nomination Committee

The Nomination Committee is responsible for preparing proposals to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, for the election and remuneration of the members of the Board of Directors and for identifying potential Board member candidates. The committee’s charter is published as part of the Board of Directors' charter on the company’s website. The committee reports regularly about its meetings to the Board of Directors.

The Nomination Committee comprises at least three members, appointed annually by the Board of Directors among its members. The members of the committee must be independent of the company. The President and CEO or a member of the Leadership Team cannot be appointed to the Nomination Committee.

Corporate Governance Statement 2024

Strategic Planning Committee

The Strategic Planning Committee is responsible for formulating, reviewing and evaluating strategic initiatives and special projects, and provides recommendations on such initiatives for Board. The Committee is merely temporary in its nature to address topical matters arising. The committee’s charter is published as part of the charter of the Board of Directors on the company’s website. When operative, the committee reports about its actions to the Board of Directors.

The Strategic Planning Committee comprises at least three members and is appointed by the Board of Directors among its members as needed. The majority of members of the committee must be independent of the company.

Corporate Governance Statement 2024

Members of the Audit Committee

Kaarina Ståhlberg

Member of the Board

Chair of the Audit Committee

Lotte Rosenberg

Member of the Board

Member of the Audit Committee

Raimo Voipio

Vice Chair of the Board

Member of the Audit Committee

Member of the Nomination Committee

Antti Jääskeläinen

Member of the Board

Chair of the People and Sustainability Committee

Annica Bresky

Member of the Board

Member of the People and Sustainability Committee

Member of the Nomination Committee

Tuomas Syrjänen

Member of the Board

Member of the People and Sustainability Committee

Member of the Nomination Committee

Ville Voipio

Chair of the Board

Member of the People and Sustainability Committee

Chair of the Nomination Committee

Ville Voipio

Chair of the Board

Member of the People and Sustainability Committee

Chair of the Nomination Committee

Annica Bresky

Member of the Board

Member of the People and Sustainability Committee

Member of the Nomination Committee

Tuomas Syrjänen

Member of the Board

Member of the People and Sustainability Committee

Member of the Nomination Committee

Raimo Voipio

Vice Chair of the Board

Member of the Audit Committee

Member of the Nomination Committee

Board of Directors

Compentence, composition and election

Selection criteria, diversity and the independence of the members

Members of the Board of Directors

Ville Voipio

Raimo Voipio

Annica Bresky

Antti Jääskeläinen

Lotte Rosenberg

Kaarina Ståhlberg

Tuomas Syrjänen

Meetings, duties and decision-making

Main responsibilities of the Board of Directors are

Board committees

Audit Committee

People and Sustainability Committee

Nomination Committee

Strategic Planning Committee

Members of the Audit Committee

Kaarina Ståhlberg

Lotte Rosenberg

Raimo Voipio

Members of the People and Sustainability Committee

Antti Jääskeläinen

Annica Bresky

Tuomas Syrjänen

Ville Voipio

Members of the Nomination Committee

Ville Voipio

Annica Bresky

Tuomas Syrjänen

Raimo Voipio