Responsibility for the management of the company and the proper organisation of its operations lies with 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 10, 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 Board evaluates the independence of its members annually and re-evaluates it as necessary.
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 also approves 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 given updates on the Group's operations, financial position and risks at its meetings.
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 from eight to eleven times a year, following a pre-determined schedule. In addition to these meetings, the Board convenes as necessary. All board meetings are documented.
Board of Directors in 2022
As of 3 March 2022, the Board comprised the following eight members: Mr Tom Johnstone (Chair), Mr Risto Murto (Deputy Chair), Ms Karen Bomba, Mr Morten H. Engelstoft, Ms Karin Falk, Mr Johan Forssell, Mr Mats Rahmström, and Ms Tiina Tuomela.
All eight Board members were determined to be independent of the company. Six members were determined to be independent of significant shareholders. Mr Tom Johnstone was determined to be dependent of significant shareholders due to his position in the board of Investor AB. Mr Johan Forssell was determined to be dependent of significant shareholders due to his position as the President and CEO of Investor AB.
Until 3 March 2022, the Board comprised the following eight members: Mr Tom Johnstone (Chair), Mr Risto Murto (Deputy Chair), Ms Maarit Aarni-Sirviö, Ms Karen Bomba, Ms Karin Falk, Mr Johan Forssell, Mr Mats Rahmström, and Ms Tiina Tuomela.
During 2022, Wärtsilä’s Board of Directors held 14 meetings with an attendance rate of 97%. Major items on the agenda of the Board of Directors were the review of Wärtsilä’s strategy and its implementation, its contribution to decarbonisation, as well as the financial development (e.g. growth, profitability and cash flow) of the company. The impact of the increasing geopolitical tensions and the Russia-Ukraine war on the company and its markets were strongly in focus of the BoD. Similarly, the analysis of the market development and initiating plans as to the engine manufacturing footprint in Europe received considerable attention. Other areas of importance included sustainability, technological developments, and the development of human resources and talent.
Board member meeting participation in 2022
|Number of meetings||% of meetings|
|Tom Johnstone, Chair||14/14||100|
|Risto Murto, Deputy Chair||14/14||100|
|Maarit Aarni-Sirviö (until 3 March 2022)||2/2||100|
|Morten H. Engelstoft (as of 3 March 2022)||11/12||92|
Information on the members of the Board of Directors
Information on the composition of the Board of Directors during previous years