The Annual General Meeting was held on the 14 March. The decisions of the AGM can be found on our website.
The Board of Directors
In 2007 the Board of Directors consisted of 6 members; Ms Maarit Aarni-Sirviö, Mr Heikki Allonen, Mr Göran J. Ehrnrooth, Mr Antti Lagerroos, Mr Bertel Langenskiöld and Mr Matti Vuoria. The chairman of the Board of Directors was Antti Lagerroos and Göran J. Ehrnrooth was the deputy chairman. In 2007 the Board of Directors convened 16 times. The average attendance of Board members at these meetings was 75%. The Board established an audit Committee, a Nomination Committee and a Compensation Committee. The Board appointed from among its members the following members to the Committees:
Audit Committee:
Chairman Antti Lagerroos; Members Maarit Aarni-Sirviö, Heikki Allonen and Matti Vuoria. All the members are independent of the company and two are independent of significant shareholders. The Audit Committee met 4 times in 2007.
Nomination Committee:
Chairman Antti Lagerroos; Members Göran J. Ehrnrooth and Matti Vuoria. All the members are independent of the company and two are independent of significant shareholders. The Nomination Committee met 1 time in 2007.
Compensation Committee:
Chairman Antti Lagerroos; Members Heikki Allonen and Matti Vuoria. All the members are independent of the company and one is independent of significant shareholders. The Compensation Committee met 1 time in 2007.
Fees paid to the Board of Directors
In 2007 the members of the Board of Directors were paid the following fees:
•the chairman 100,000 euros
•the deputy chairman 75,000 euros
•each member 50,000 euros
The Board members were also paid fees for attending meetings as follows: the chairman 800 euros per meeting and the other members 400 euros per meeting. 40% of the annual fees are paid in the form of Wärtsilä shares. The fee for attendance at meetings is paid in money.
The six members of Wärtsilä’s Board of Directors, none of whom are employees of the company, were paid altogether 433,000 euros for the financial period that ended 31 December 2007. The Board’s members are not covered by the company’s stock option scheme or bonus scheme.
The Board of Management
In 2007 the Board of Management met 14 times. The principal issues addressed by the Board of Management were related to market development, company growth and profitability, personnel growth, business strategy as well as issues relating to development of competitiveness. The further development of production volumes and capacity as well as and key supplier relationships in an environment of growing demand, as well as increasing production flexibility were also vital concerns addressed by the Board of Management. Other important matters considered by the Board of Management included the quantitative and qualitative development of the company’s personnel and management resources world-wide as well as developing internal global processes and working practices.
Information on the salaries and remuneration to the Board of Management and the president and CEO can be found in the Financial Review on page 111 in the Annual Report.
Auditors
In 2007 the AGM appointed the firm of public accountants KPMG Oy Ab as Wärtsilä Corporation’s auditors. Auditing fees paid to all the auditors of the Group companies amounted to EUR 1.8 million in 2007. Consultancy fees unrelated to auditing duties paid to the auditors totalled EUR 3.4 million. These latter fees concerned acquisitions and consultation on taxation matters.
