Operations of the Board of Directors

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 2021

As of 4 March 2021, the Board comprises the following eight members: Ms Maarit Aarni-Sirviö, Ms Karen Bomba, Ms Karin Falk, Mr Johan Forssell, Mr Tom Johnstone (Chairman), Mr Risto Murto (Deputy Chairman), Mr Mats Rahmström, and Ms Tiina Tuomela.

Board of Directors in 2020

As of 5 March 2020, the Board comprised the following eight members: Ms Maarit Aarni-Sirviö, Ms Karen Bomba, Ms Karin Falk, Mr Johan Forssell, Mr Tom Johnstone (Chairman), Mr Risto Murto, Mr Mats Rahmström, and Mr Markus Rauramo (Deputy Chairman).

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 5 March 2020, the Board comprised the following eight members: Ms Maarit Aarni-Sirviö, Mr Kaj-Gustaf Bergh, Ms Karin Falk, Mr Johan Forssell, Mr Tom Johnstone (Deputy Chairman), Mr Mikael Lilius (Chairman), Mr Risto Murto, and Mr Markus Rauramo.

During 2020, Wärtsilä’s Board of Directors held 14 meetings with an attendance rate of 100%. People matters are an important and continuous part of the Board’s work. With this is mind, the appointment of a new President & CEO was central in the Board’s work during the year. The financial and strategic development of Wärtsilä, as well as its position in the markets, growth opportunities, profitability development, cash flow, and general further development were also major items on the
Board’s agenda. Other areas of focus included the implications of the COVID-19 outbreak for Wärtsilä’s markets and operations, sustainability, technological developments, and changes in the group’s organisational structure.

Board member meeting participation in 2020
 
Number of meetings % of meetings
Tom Johnstone, Chairman 14/14 100
Markus Rauramo, Deputy Chairman 14/14 100
Maarit Aarni-Sirviö 14/14 100
Karen Bomba (as of 5 March 2020) 12/12 100
Karin Falk 14/14 100
Johan Forssell 14/14 100
Risto Murto 14/14 100
Mats Rahmström (as of 5 March 2020) 12/12 100
Kaj-Gustaf Bergh (until 5 March 2020) 2/2 100 
Mikael Lilius (until 5 March 2020) 2/2 100


Related Information:
Information on the members of the Board of Directors 
Information on the composition of the Board of Directors during previous years
Managers’ transactions
Remuneration report

? 2021 W?rtsil?
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