Responsibility for the management of the company and the proper organisation of its operations is invested in the company's Board of Directors, which is composed of five to ten members. Board members serve for one year at a time and are elected by the General Meeting. According to the Corporate Governance Code's recommendation 14, the majority of board members shall be independent of the company and at least two of the members representing this majority shall be independent of significant shareholders of the company.
The proposal for board composition is 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 as to be included in the Notice of the General Meeting. The candidates proposed shall be disclosed separately in corresponding order. Wärtsilä publishes the biographical details of the candidates for the board on its website in connection with publication of the Notice of the 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 to its regular work are set out in the Board Charter. The Board has also approved the rules of procedure applied by the Board's committees setting out their main tasks and 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 self-evaluation of its operations and working methods. The purpose of this evaluation is to assess how the Board has executed its tasks during the year and to act as a basis for developing Board functions.
The Board of Directors convenes 7-10 times a year following a pre-determined schedule. In addition to these meetings, the Board convenes as necessary. All meetings are documented.
Board of Directors in 2014
As of 6 March 2014, the Board consisted of the following nine members: M.Sc. (Techn), MBA Maarit Aarni-Sirviö, Managing Director Kaj-Gustaf Bergh, M.Sc. (Eng) (deputy chairman), Sune Carlsson, M.Sc. (Econ), MBA Alexander Ehrnrooth, M.Sc. (Econ) Paul Ehrnrooth, B.Sc. (Econ) Mikael Lilius (chairman), Managing Director Risto Murto, President and CEO Gunilla Nordström and Executive Vice President Markus Rauramo.
Board of Directors in 2013
As of 7 March 2013, the Board consisted of the following nine members: Ms Maarit Aarni-Sirviö, Mr Kaj-Gustaf Bergh (deputy chairman), Mr Sune Carlsson, Mr Alexander Ehrnrooth, Mr Paul Ehrnrooth, Mr Mikael Lilius (chairman), Ms Gunilla Nordström, Mr Markus Rauramo and Mr Matti Vuoria.
Until 7 March 2013, the Board consisted of the following nine members: Ms Maarit Aarni-Sirviö, Mr Kaj-Gustaf Bergh, Mr Alexander Ehrnrooth, Mr Paul Ehrnrooth, Mr Lars Josefsson, Mr Mikael Lilius (chairman), Ms Gunilla Nordström, Mr Markus Rauramo and Mr Matti Vuoria (deputy chairman).
During 2013, the strategic development of Wärtsilä and its position in the growth markets was a major item on the Board's agenda. In addition to all other Board responsibilities, other matters on the agenda have been the monitoring of developments related to Wärtsilä's operational environment and financial position.
Independence of the Board of Directors
All nine Board members were determined to be independent of the company and five members were determined to be independent of significant shareholders. The four members determined to be dependent of significant shareholders are Mr Kaj-Gustaf Bergh, Mr Alexander Ehrnrooth and Mr Paul Ehrnrooth due to their positions on the Board of Directors of Fiskars Corporation, as well as Mr Sune Carlsson due to his position on the board of Investor AB. During 2013, Fiskars Corporation and Investor AB completed the legal combination of their respective Wärtsilä ownership interests into a joint venture. When formed, the joint company Avlis AB and its wholly owned subsidiary Avlis Invest AB's total ownership was 42,948,325 or 21.77% of Wärtsilä’s share capital and votes. Fiskars owned 59.7% of Avlis AB and Investor 40.3%.
Meeting attendance of the Board of Directors
During 2013, Wärtsilä's Board of Directors held 12 meetings. The average attendance of all directors was 97%.