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.

Information on operations of the Board of Directors in financial year 2024

As of 7 March 2024, the Board comprised the following eight members: Mr Tom Johnstone (Chair), Mr Mika Vehviläinen (Deputy Chair), Ms Karen Bomba, Mr Morten H. Engelstoft, Ms Karin Falk, Mr Johan Forssell, Mr Mats Rahmström, and Ms Tiina Tuomela.

All eight Board members were determined to be independent of the company. Five 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 Mats Rahmström 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 Senior Advisor of Investor AB.

Until 7 March 2024, the Board comprised the following eight members: Mr Tom Johnstone (Chair), Mr Mika Vehviläinen (Deputy Chair), Ms Karen Bomba, Mr Morten H. Engelstoft, Ms Karin Falk, Mr Johan Forssell, Mr Mats Rahmström, and Ms Tiina Tuomela. During 2024, Wärtsilä’s Board of Directors held 14 meetings with an attendance rate of 98%.

The board addressed a broad array of topics during the meetings. The focus was on Wärtsilä’s strategy, including the business strategies, ES&O strategic review and sustainability strategy. The Board also closely monitored the company’s financial performance. Additionally, external developments, including geopolitical, regulatory, technological, and market developments have been discussed and followed in the board meetings. A significant portion of the 2024 agenda was dedicated to evaluating the progress of existing sustainability targets, such as the Set for 30 Program, and establishing new sustainability objectives. The implementation of the Corporate Sustainability Reporting Directive (CSRD) requirements was also a key area of attention. Organisational matters, including the Wärtsilä Code of Conduct, people processes, and remuneration principles, were prioritised as well.