The Board of Directors
Responsibility for the management of the company and the proper organisation of its operations is invested in the company's Board of Directors, which has between five and ten members. Board members serve for one year at a time and are elected by a General Meeting. The majority of the directors shall be independent of the company and at least two of the directors representing this majority shall be independent of significant shareholders of the company.
The proposal for board composition shall be included in the notice of the general meeting. The same applies to a proposal for the composition of the board made by shareholders with at least 10% of the votes carried by the company shares, provided that the candidates have given their consent to the election and the company has received information on the proposal sufficiently in advance so that it may be included in the notice of the general meeting. The candidates proposed in corresponding order thereafter shall be disclosed separately. Wärtsilä published the biographical details of the candidates for the board on its website in connection to publishing the invitation to the Annual General Meeting.
The Board elects a chairman and a deputy chairman from among its members. The Board steers and supervises the company's operations, and decides on policies, goals and strategies of major importance. The principles applied by the Board in its regular work are set out in the Rules of Procedure approved by the Board. The Board has also approved the rules of procedure applied by the Board's committees setting out the main tasks of the committees and their working principles.
In addition to matters requiring its decision, the Board is also given updates at its meetings on the Group's operations, financial position and risks.
The Board conducts an annual evaluation of its operations and working methods. The purpose of this evaluation is to establish how the Board has executed its tasks during the year and to act as a basis when assessing how the Board functions.
The Board of Directors convenes 7-10 times a year following a predetermined schedule. In addition to these meetings, the Board convenes as necessary. All meetings are documented.
Board of Directors in 2010
In 2010 the Board consisted of nine members: Ms Maarit Aarni-Sirviö, Mr Kaj-Gustaf Bergh, Mr Alexander Ehrnrooth, Mr Paul Ehrnrooth, Mr Ole Johansson, Mr Antti Lagerroos (chairman), Mr Bertel Langenskiöld, Mr Mikael Lilius and Mr Matti Vuoria (deputy chairman).
Until 4 March 2010, the Board consisted of six members: Ms Maarit Aarni-Sirviö, Mr Kaj-Gustaf Bergh, Mr Kari Kauniskangas, Mr Antti Lagerroos (chairman), Mr Bertel Langenskiöld and Mr Matti Vuoria (deputy chairman).
During 2010, Wärtsilä's Board of Directors held 12 meetings. The average attendance of all directors was 95%.
Independence of the Board of Directors
Four members were determined to be independent of the company and of significant shareholders: Maarit Aarni-Sirviö, Antti Lagerroos, Bertel Langenskiöld, and Mikael Lilius.
Two members were determined to be dependent on the company and independent of significant shareholders: Ole Johansson, due to his position as President and CEO of Wärtsilä Corporation; and President & CEO of Varma Mutual Pension Insurance Company Matti Vuoria, due to the interlocking control relationship between Wärtsilä Corporation and Varma Mutual Pension Insurance Company.
Three members were determined to be dependent on significant shareholders and independent of the company: Kaj-Gustaf Bergh, Chairman of the Board of Fiskars Corporation, Alexander Ehrnrooth, Deputy Chairman of the Board of Fiskars Corporation, and Paul Ehrnrooth, Deputy Chairman of the Board of Fiskars Corporation. Fiskars Corporation owns approximately 17% of Wärtsilä Corporation's shares, therefore these members are representatives of a significant shareholder.
Board member meeting participation in 2010
|Member||Position||Board meetings||Participation (%)|
|Matti Vuoria||Deputy Chairman||12/12||100|
|Kari Kauniskangas||Member until 4 March 2010||4/4||100|