The Board has a Compensation Committee that is responsible for recommending, evaluating and approving executive (other than the CEO) nominations and compensations, evaluating the performance and compensation of the CEO, and making recommendations to the Board relating to management compensation issues generally, including equity incentive compensation plans. The Board approves the compensation of the CEO.

The Committee is comprised of 3–4 non-executive board members who are independent and not affiliated with the Company. The Compensation Committee meets regularly at least once a year. The Chairman of the Committee presents a report on each Compensation Committee meeting to the Board. The tasks and responsibilities of the Compensation Committee are defined in its charter, which is approved by the Board.

In 2004

The Compensation Committee comprised four members, Claes Dahlbäck (Chairman), Krister Ahlström, Harald Einsmann and Ilkka Niemi, and convened twice. During 2004 the main tasks were to prepare Stora Enso’s top management’s salary and other benefit matters, the bonus plan of the CEO and the stock option scheme principles for the year 2004.

Remuneration

Chairman EUR 5 000 per annum and member EUR 3 000 per annum.

Summary of Charter

Main Tasks

• Responsible for recommending, evaluating and approving executive (other than the CEO)
  nominations and compensations
• To evaluate the performance and compensation of the CEO
• To make recommendations to the Board relating to management compensation issues generally, including equity incentive compensation plans
• The Board approves the compensation of the CEO

Composition

• 3–4 non-executive board members who are independent and not affiliated with the Company

Meetings and Reporting to the Board

• Regularly at least once a year
• The Chairman presents a report on each Compensation Committee meeting to the Board