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: Ms Maarit Aarni-Sirviö, Mr Kaj-Gustaf Bergh (deputy chairman), Mr Sune Carlsson, Mr Alexander Ehrnrooth, Mr Paul Ehrnrooth, Mr Mikael Lilius (chairman), Mr Risto Murto, Ms Gunilla Nordström and Mr Markus Rauramo.
Until 6 March 2014, 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.
During 2014, the strategic development of Wärtsilä and its position in the markets, its growth opportunities, and the general further development of the company have been, among other things, major items on the Board's agenda. Other matters on the agenda have been items related to Wärtsilä's operational environment.
Independence of the Board of Directors
All nine Board members were determined to be independent of the company and one member, Mr. Sune Carlsson, was determined to be dependent of significant shareholders due to his position on the board of Investor AB. On 9 October 2014, Fiskars Corporation and Investor AB completed the restructuring of their Wärtsilä ownership. Following the transaction, Fiskars’ share of ownership in Wärtsilä decreased to 5.01% and Investor’s increased to 16.76%. Consequently, Mr. Kaj-Gustaf Bergh, Mr Alexander Ehrnrooth and Mr Paul Ehrnrooth, all members of the Board of Directors of Fiskars Corporation, were determined to no longer be dependent of significant shareholders.
Meeting attendance of the Board of Directors
During 2014, Wärtsilä's Board of Directors held 12 meetings. The average attendance of all directors was 97%.