The Shareholders’ Nomination Board prepares and presents to the General Meeting proposals relating to the composition and remuneration of the Board of Directors. In addition, the Nomination Board reviews and adjusts the diversity principles of the Board of Directors, as necessary, and does successor planning of the directors.
Charter for the shareholders' nomination board
The Nomination Board consists of five members. Four representatives are nominated by the company’s four largest shareholders, with the fifth member being the Chairman of Wärtsilä’s Board of Directors. The members are elected annually. Their term of office ends when the composition of the Nomination Board for the following period is determined. The four largest shareholders are determined on the basis of the shareholders’ register maintained by Euroclear Finland Ltd. as of 1 June preceding the Annual General Meeting of shareholders. In case a shareholder does not wish to use its appointment right, the right transfers to the next largest shareholder who would not otherwise have such right.
The Shareholders’ Nomination Board’s proposal for the composition of the Board of Directors is included in the Notice of the General Meeting. The same applies to a proposal for the composition of the Board of Directors 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 after the disclosure of the Notice of the General Meeting shall be disclosed separately. Wärtsilä publishes the biographical details of the candidates for the Board on its website in connection with the publication of the Notice of the General Meeting.
For the Board of Directors to discharge its duties in the most effective manner, the Board must be highly qualified and sufficiently diverse. When preparing its proposal for the Board’s composition, the Shareholders’ Nomination Board considers the educational and professional background of the individual candidates, as well as their international experience, so that the composition of the Board represents a wide variety of competencies and qualifications. The Shareholders’ Nomination Board also considers the candidates’ age, as having different seniority levels in the Board is considered beneficial in terms of ensuring a mutually complementary experience.
With regards to gender, Wärtsilä’s objective is to have a balanced representation of both genders in the Board. In December 2021, Wärtsilä had four female board members out of eight members in total.
The Shareholders’ Nomination Board assesses the potential candidates, not only in terms of their individual qualifications and characteristics, but also in terms of their ability to effectively work together and jointly support and challenge the company management in a proactive and constructive way.
Shareholders’ Nomination Board 2022
In June 2022 the following members were appointed to Wärtsilä’s Shareholders’ Nomination Board: