Wärtsilä Corporation Annual report 2014

The Board's committees

The Board of Directors appoints annually an Audit Committee, a Nomination Committee and a Remuneration Committee, and may also nominate other committees if considered necessary in its constitutive meeting following the Annual General Meeting. The Board appoints the members of these committees and their chairmen. The Board also has the right to remove a member from a committee. The members of each committee are appointed for the same term of office as the Board itself. In addition to the committee members, other Board members may participate in committee meetings, if they so wish. The purpose of the Board's committees is to prepare matters to be put before the Board for its decision. The committees have no decision-making authority of their own.

The Audit Committee

The Board of Directors appoints an Audit Committee to assist it in its work. The Board appoints from among its members at least three members to the Committee. These members shall have the qualifications necessary to perform the responsibilities of the Audit Committee.

The Board defines the duties of the Audit Committee in the charter confirmed for the Committee. The Audit Committee monitors the reporting process of financial statements, supervises the financial reporting process, and monitors the efficiency of the internal control, internal audit and risk management systems. Furthermore, the Committee reviews the description of the main features of the internal control and risk management systems pertaining to the financial reporting process, monitors the statutory audit of the financial statements and consolidated financial statements, evaluates the independence of the statutory audit firm, and prepares the proposal for resolution on the election of the auditor.

The Chairman of the Audit Committee convenes the Committee as required. He also reports the Committee's proposals to the Board of Directors and regularly reports to the Board on the Committee's meetings.

Audit Committee in 2014

Chairman Markus Rauramo, members Maarit Aarni-Sirviö and Alexander Ehrnrooth. All members are independent of the company and significant shareholders. The Audit Committee met five times in 2014. The average attendance of all Committee members was 100%.

The Nomination Committee

The Board of Directors appoints a Nomination Committee to assist it in its work. The Board appoints at least three of its members to serve on the Committee. The majority of the members of the Committee shall be independent of the company.

The Board defines the duties of the Nomination Committee in the charter confirmed for the Committee. The Committee communicates, as necessary, with major shareholders in matters concerning the appointment of the Board of Directors. The Nomination Committee can also, as necessary, prepare proposals to be put before the General Meeting concerning the appointment of Board members. The Nomination Committee prepares matters concerning the remuneration that applies to Board members.

The Chairman of the Nomination Committee convenes the Committee as required. He also reports the Committee's proposals to the Board of Directors and regularly reports to the Board on the Committee's meetings.

Nomination Committee in 2014

Chairman Mikael Lilius, members Kaj-Gustaf Bergh, Risto Murto and Sune Carlsson. Sune Carlsson was appointed to the Nomination Committee in the Board meeting held on 22 October 2014. All members are independent of the company and three are independent of significant shareholders. The Nomination Committee met three times in 2014. The average attendance of all Committee members was 100%.

The Remuneration Committee

The Board appoints a Remuneration Committee to assist it in its work. The Board appoints at least three of its members to sit on the Committee. The majority of the members of the Committee shall be independent of the company.

The Board defines the duties of the Remuneration Committee in the charter confirmed for the Committee. The Remuneration Committee prepares, as necessary, matters concerning the nomination of the President and CEO, the CEO's deputy and other board of management members to be put before the Board. The Committee prepares proposals to be put before the Board of Directors concerning the incentive schemes and remuneration that apply to the President and CEO and the Board of Management members. External consultants used by the committee are independent of the company and management.

The Chairman of the Remuneration Committee convenes the Committee as required. He also reports the Committee's proposals to the Board of Directors and regularly reports to the Board on the Committee's meetings.

Remuneration Committee in 2014

Chairman Mikael Lilius, members Paul Ehrnrooth and Risto Murto. All members are independent of the company and significant shareholders. The Remuneration Committee met three times in 2014. The average attendance of all Committee members was 100%.

 

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Board member committee meeting participation in 2014
Audit Committee Nomination Committee Remuneration Committee
Mikael Lilius - 3/3 3/3
Kaj-Gustaf Bergh - 3/3 -
Maarit Aarni-Sirviö 5/5 - -
Sune Carlsson - 2/2 -
Alexander Ehrnrooth 5/5 - -
Paul Ehrnrooth - - 3/3
Risto Murto - 3/3 2/2
Gunilla Nordström - - -
Markus Rauramo 5/5 - -
Until 6 March 2014
Matti Vuoria - - 1/1

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