The Board of Directors annually appoints an Audit Committee, a Nomination and Compensation Committee, and any other committees it considers necessary at 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. 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 the execution of its task of supervising the company’s financial
management. The Board appoints from among its members at least three members to the Committee who are independent of the company, and who have sufficient experience of accounting procedures and the financial statements.
The Audit Committee considers Wärtsilä’s annual and interim financial statements, the accounting principles and the company’s financial reporting in general. The Committee assesses the company’s compliance with the relevant legal and other provisions, the adequacy of financial supervision and risk management in the company, and the effectiveness of its internal audit function. The Audit Committee may also, via the Board of Directors, submit recommendations to the General Meeting on matters related to the appointment of the company’s auditors. The chairman convenes the Committee at regular intervals and reports to the Board on the Committee’s meetings.
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 sit on the Committee.
The Nomination Committee prepares, as necessary, the nomination of the President and CEO, the Executive Vice President and the CEO’s deputy. The Committee communicates, as necessary, with major shareholders in matters concerning the appointment of the Board of Directors.
The Chairman of the Nomination Committee convenes the Committee as required. He also reports the Committee’s proposals to the Board of Directors and, when necessary, on the Committee’s meetings to the Board.
The Compensation Committee
The Board appoints a Compensation Committee to assist it in its work. The Board appoints at least three of its members to sit on the Committee.
The Committee prepares proposals to be put before the Board of Directors concerning the incentive schemes and compensation that apply to the President and CEO and the company’s other senior executives. The chairman of the Committee convenes the Committee as required. He also reports the Committee’s proposals to the Board of Directors and, when necessary, on the Committee’s meetings to the Board.
