The Board of Directors

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 so that it may 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 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 Rules of Procedure approved by the Board. The Board has also approved the rules of procedure applied by the Board's committees setting out the main tasks of the committees and their working principles.

In addition to matters requiring its decision, the Board is also given updates in 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 the 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 2011

As of 3 March 2011, the Board consisted of the following nine members: Ms Maarit Aarni-Sirviö, Mr Kaj-Gustaf Bergh, Mr Alexander Ehrnrooth, Mr Paul Ehrnrooth, Mr Lars Josefsson, Mr Bertel Langenskiöld, Mr Mikael Lilius (chairman), Mr Markus Rauramo and Mr Matti Vuoria (deputy chairman).

Until 3 March 2011, the Board consisted of the following nine members: Ms Maarit Aarni-Sirviö, Mr Kaj-Gustaf Bergh, Mr Alexander Ehrnrooth, Mr Paul Ehrnrooth, Mr Ole Johansson, Mr Antti Lagerroos (chairman), Mr Bertel Langenskiöld, Mr Mikael Lilius and Mr Matti Vuoria (deputy chairman).

During 2011, the strategic development of Wärtsilä was a major item on the Board's agenda. A central theme has been to develop the company's growth opportunities also through acquisitions. Another key issue was the appointment of Wärtsilä's new President and CEO, Björn Rosengren, following the announcement of his predecessor's retirement. Other matters on the agenda have been the monitoring of developments related to Wärtsilä's operational environment and financial position in addition to all other Board responsibilities.

Independence of the Board of Directors

All nine Board members were determined to be independent of the company and six members were determined to be independent of significant shareholders. The three members determined to be dependent of significant shareholders are Mr Kaj-Gustaf Bergh, Mr Alexander Ehrnrooth and Mr Paul Ehrnrooth, due to their positions on the Board of Directors of Fiskars Corporation. Fiskars Corporation is a significant shareholder, owning directly or indirectly approximately 15% of Wärtsilä's shares.

Attendance of the Board of Directors

During 2011, Wärtsilä's Board of Directors held 14 meetings. The average attendance of all directors was 96%.

Board member meeting participation in 2011
     
  Number of meetings % of meetings
Mikael Lilius, Chairman 14/14 100
Matti Vuoria, Deputy Chairman 13/14 93
Maarit Aarni-Sirviö 14/14 100
Kaj-Gustaf Bergh 13/14 93
Alexander Ehrnrooth 13/14 93
Paul Ehrnrooth 14/14 100
Lars Josefsson 10/10 100
Bertel Langenskiöld 13/14 93
Markus Rauramo 10/10 100
     
Until 3 March 2011    
Antti Lagerroos, Chairman 4/4 100
Ole Johansson 3/4 75
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