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Operations of the Board of Directors

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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 Nomination Committee prepares the proposal for the General Meeting regarding the election of directors to the Board and communicates with significant shareholders, when required, on matters pertaining to the proposal. The proposal for the composition of the Board 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. 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.

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.

Diversity principles

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 Nomination Committee 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 Nomination Committee also considers the candidates' age, as having different seniority levels on the Board is considered beneficial in terms of ensuring a mutually complementary experience.

With regards to gender, Wärtsilä’s principle is to have both genders represented on the Board. In December 2019, Wärtsilä had two female board members out of eight members in total. The objective of the company is to achieve a more balanced representation of both genders on the Wärtsilä Board over time.

The Nomination Committee 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.

Board of Directors in 2019

As of 7 March 2019, the Board consisted of 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.

All eight Board members were determined to be independent of the company, with the exception of Mr Markus Rauramo who was dependent of the company from March to July, due to an interlocking relationship resulting from Wärtsilä Corporation’s Board of Management member Mr Marco Ryan’s appointment to the Board of Directors of Fortum. Mr Ryan left Wärtsilä in July. Six Board members were determined to be independent of significant shareholders. Mr Tom Johnstone was determined to be dependent of significant shareholders, due to his position on 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 7 March 2019, the Board consisted of 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 2019, Wärtsilä's Board of Directors held nine meetings. The average attendance of all directors was 100%. The financial and strategic development of Wärtsilä and its position in the markets, its growth opportunities and profitability development, and the general further development of the company have been, among others, the major items on the Board's agenda. People matters are also an important and continuous part of the Board’s work, as they contribute to Wärtsilä’s long-term success. During 2019, areas of particular focus included the implications of geopolitical uncertainty and trade tensions, manufacturing and R&D operations, project management, Wärtsilä's digital strategy, and business development in Asia.

  

Board member meeting participation in 2019
Number of meetings % of meetings
Mikael Lilius, Chairman 9/9 100
Tom Johnstone, Deputy Chairman 9/9 100
Maarit Aarni-Sirviö 9/9 100
Kaj-Gustaf Bergh 9/9 100
Karin Falk 9/9 100
Johan Forssell 9/9 100
Risto Murto 9/9 100
Markus Rauramo 9/9 100

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