Operations of the Board of Directors

Updated 14.2.2024

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 2023

As of 9 March 2023, the Board comprised the following eight members: Mr Tom Johnstone (Chair), MrMika 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. Six 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 Johan Forssell was determined to be dependent of significant shareholders due to his position as the President and CEO of Investor AB.

Until 9 March 2023, the Board comprised the following eight members: Mr Tom Johnstone (Chair), Mr Risto Murto (Deputy Chair), Ms Karen Bomba, Mr Morten H. Engelstoft, Ms Karin Falk, Mr Johan Forssell, Mr Mats Rahmström, and Ms Tiina Tuomela.

During 2023, Wärtsilä’s Board of Directors held 9 meetings with an attendance rate of 99%. Major items on the agenda of the Board of Directors were Wärtsilä’s strategy and its implementation, decarbonisation of its operations as well as product portfolio, and the financial development (e.g., growth, profitability, and cash flow) of the company. The impact of the increasing geopolitical tensions and global economic developments on the company and its markets were strongly in focus of the Board of Directors. Similarly, the analysis of the market development and plans to develop the manufacturing footprint received attention. Other areas of importance included sustainability, technological developments including artificial intelligence, and the development of human resources and talent.

Board member meeting participation in 2023

	Number of meetings	% of meetings
Tom Johnstone, Chair	9/9	100
Mika Vehviläinen, Deputy Chair (as of 9 March 2023)	7/7	100
Karen Bomba	9/9	100
Karin Falk	9/9	100
Johan Forssell	9/9	100
Morten H. Engelstoft	8/9	89
Mats Rahmström	9/9	100
Tiina Tuomela	9/9	100
Risto Murto, Deputy Chair (until 9 March 2023)	2/2	100