ANNUAL REPORT 2012

Governance

Board of Directors in 2012

The Annual General Meeting held on March 15, 2012 reelected all nine members of the Board: Kaj-Gustaf Bergh, Ingrid Jonasson Blank, Ralf Böer, Alexander Ehrnrooth, Paul Ehrnrooth, Louise Fromond, Gustaf Gripenberg, Karsten Slotte and Jukka Suominen.

Convening after the Annual General Meeting, the Board of Directors re-elected Kaj-Gustaf Bergh as its chairman and Alexander Ehrnrooth and Paul Ehrnrooth as vice chairmen. The Board decided to re-establish an Audit Committee, a Compensation Committee and a Nomination Committee.

Independence of the Board of Directors

The Board of Directors evaluates the independence of each member according to the Corporate Governance Code in the constitutive meeting convened after the Annual General Meeting.

All members of the Board are independent of the Company.

Kaj-Gustaf Bergh, Ralf Böer, Gustaf Gripenberg, Ingrid Jonasson Blank, Karsten Slotte, and Jukka Suominen are also independent of major shareholders.

Alexander Ehrnrooth, Paul Ehrnrooth and Louise Fromond are considered to be non-independent of major shareholders.

Work of the Board of Directors in 2012

The Board of Directors convened 11 times during 2012. The average attendance at Board meetings was 97%. Besides the regular annual Board work during the financial year, key priorities in 2012 included the implementation of the integrated strategy and the common operating model, a new ownership strategy for Wärtsilä, the investment program in the EMEA region, revised organizational structures and executive appointments.

Meeting activity and meeting attendance of the Board of Directors 2012





Compensation Nomination

Board of Directors Audit Committee Committee Committee
1.1.-31.12.2012 11 meetings 4 meetings 6 meetings 2 meetings
Kaj-Gustaf Bergh 11 - 6 2
Alexander Ehrnrooth 11 4 - 2
Paul Ehrnrooth 11 4 - 2
Ralf Böer 11 - 6 -
Louise Fromond 10 4 - -
Gustaf Gripenberg 11 4 - -
Ingrid Jonasson Blank 11 - 6 -
Karsten Slotte 9 4 - -
Jukka Suominen 11 - 6 -