Advisory Board Charter Template www.kasvufoorumi.fi Strategy and Board Initiative

Intro This slide template is intended for the Strategy and Board Initiative participants The following slides document the main aspects of setting up an Advisory Board This slide set can be used as a ”contract” for the cooperation between firms and Advisors A separate legal contract may also be signed, if needed

Advisory Board Composition, Parties Firm: Firm name Firm representative1, chairman Firm representative2 Advisors: NN1 NN2

Experience of the Advisors Describe the main relevant experience of each Advisor

Ownership and Ownership Strategy Ownership Strategy, examples: ”The company will be sold in 3-5 years at a price exceeding 20 M€” ”Long-term ownership: strong growth during the next 3 years, high profitability thereafter” ”We want to keep working for a long time in this company” Ownership Owner 1: zz% Owner 2: zz% ...

Expectations of the Firm Describe the main expectations of the Firm for the Advisory Board work

Advisory Board Charter Describe the scope and focus of the Advisory Board, as well as the authority, if any An example given below: The advisory Board provides advice and non-binding recommendations to the Board and Executives of the Firm The Board members use their experience to support the growth and value creation of the firm, as expressed by its owners Board focuses on following areas: Vision and mission of the firm Strategy formulation Strategy deployment Positioning of firms offering

Objectives for the Advisory Board Describe specific objectives of the Advisory Board work, example: By end of the term the Advisory Board aims to achieve the following (examples): Review and renew the current strategy Define a market entry strategy for market XXX Identify and select strategic partnerships in the areas of ZZZ Introduce effective formal Board practice for the Firm

Commitments Describe the agreed period of Advisory Board work, as well as the commitments parties have made to this work, e.g. “The Advisory Board shall be operational between May 1, 2012 and Sept 30, 2012 There shall be at least n meetings during this period All participants will sign a non-disclosure agreement No compensation is paid for the Advisory Board members”

Advisor Agreement (optional) Parties and purpose Background Company’s status and development needs Advisor’s key competencies Advisory Board Charter and Mission Duration Remuneration and expenses Confidentiality Non-solicitation Independent contractor Limitation of Liability Governing law Date and signatures

Advisor Agreement -- Details Contract topic Explanation Parties and purpose Company, advisor(s) and agreement’s purpose Background Company’s status and development needs Where are we now; opportunities and challenges Advisor’s key competencies What advisor will bring with him/her for development Advisory Board Charter and Mission Role of AB and relation to mgmt and company board Duration When to start and close the process Remuneration and expenses Advisor compensation and other costs, travelling, etc. Confidentiality What is confidential and how long Non-solicitation Non-compete, no recruitment Independent contractor Not an employee Limitation of Liability Legal liabilities of advisors, if any