Board of directors

According to the Articles of Association Outotec's Board of Directors shall consist of no fewer than five (5) and no more than ten (10) members. The General Meeting of Shareholders elects the Chairman, Vice Chairman, and other members of the Board of Directors. The term of office of a member of the Board of Directors shall expire at the end of the Annual General Meeting of Shareholders following election, unless terminated earlier by a decision of the General Meeting of Shareholders. The General Meeting of Shareholders decides on the remuneration payable to the members of the Board of Directors. One objective of Outotec’s Board of Directors is to have both genders represented when proposing candidates for future compositions.

Matti Alahuhta

Matti Alahuhta Chairman of the Board of Directors
D.Sc. (Tech.)
b. 1952, Finnish citizen

Board member and chairman since 2013, chairman of the Human Capital Committee Independent of the company and owner

CV

 Timo Ritakallio

Timo Ritakallio Vice Chairman of the Board of Directors
D.Sc. (Tech.), LL.M., MBA
b. 1962, Finnish citizen

Board member since 2011, member of the Audit and Risk Committee Independent of the company and owner

CV

Eija Ailasmaa 

Eija Ailasmaa 
M. Pol. Sc, Graduate of the Sanoma School of Journalism
b. 1950, Finnish citizen

Board member since 2010, member of the Human Capital Committee Independent of the company, not independent of owner.

CV

Klaus Cawén  Klaus Cawén

LL.M Columbia University, LL.M. University of Helsinki
b. 1957, Finnish citizen

Board member since 2015, member of the Audit and Risk Committee Independent of the company and owner

CV

Anja Korhonen 

Anja Korhonen
Master of Science (Economics)
b. 1953, Finnish citizen

Board member since 2013, chairman of the Audit and Risk Committee Independent of the company and owner

CV

Patrik Nolåker 

Patrik Nolåker
BSc Business Administration & Economics, MBA
b. 1963, Swedish citizen

Board member since April 11, 2016. Member of the Human Capital Committee Independent of the company and owner

CV

Ian W. Pearce 

Ian W. Pearce
B.Sc., University ot the Witwatersrand, South Africa
b. 1957, Canadian citizen

Board member since 2015, member of the Audit and Risk Committee Independent of the company and owner

CV

Following MAR regulations the insider register tool has not been updated since 2 July 2016.

 

Duties of the Board

The general objective of the Board of Directors is to direct Outotec's business and strategies in a manner that secures a significant and sustained increase in the value of the company for its shareholders. The members of the Board are expected to act as a resource and to offer their expertise and experience for the benefit of the company.

The Board of Directors acts within the remit of the powers and responsibilities provided under the Finnish Companies Act and other applicable legislation. According to the Companies Act, the Board of Directors has general authority to decide and act on all matters not reserved by law or under the provisions of the Articles of Association to other corporate governing bodies. Further, the Board is responsible for the organization of Outotec's management and operations, and it has the duty at all times to act in the best interests of the company.

The Charter of the Board of Directors further specifies the duties of the Board as a whole, the duties of individual members and the Chairman of the Board, as well as the Board’s methods of working at a practical level.

In the field of directing Outotec’s business and strategies the Board of Directors shall decide on Outotec’s basic strategies and monitor their implementation, decide on the authority frames for capital expenditure for Outotec and monitor their implementation, decide on major business acquisitions and divestments as well as any other major sales contracts and all contracts that represent an exceptional risk position taking into Outotec’s size. The Board of Directors shall further decide on any major financing arrangements by any Outotec company, or which are organized by way of public offerings, or which are otherwise out of Outotec’s normal course of business.

In the field of organizing the Outotec’s management and operations the Board of Directors appoints and dismisses the Chief Executive Officer (the “CEO”) his/her possible deputy and the other members of the executive board and decide on their terms of service, including incentive schemes, and successor planning, monitor issues relating to top management resources, decides on any significant changes in Outotec’s business organization, defines Outotec’s ethical values and modes of activity, ensures that policies outlining the principles of corporate governance and the principles of managing Outotec Oyj’s insider issues are in place, as well as ensures that other policies, as the Board of Directors may consider appropriate concerning issues within the Board of Director’s duties and authorities are in place.

In the field of preparing issues for the General Meeting of Shareholders’ resolution, the Board of Directors establishes the corporate policy for dividend distribution to the General Meeting of Shareholders, and makes proposals to the General Meeting of Shareholders.

In the field of financial control and risk management the Board of Directors discusses and approves the interim reports and annual accounts, monitors issues pertaining to significant risks and risk management activities related to Outotec’s operations, and ensures that adequate policies for risk management are in place.

Charter of the Board of Directors

 Outotec Board of Directors' principles on diversity

Evaluation of Board’s work

The Board of Directors conducts an annual evaluation of its operations and working methods. The purpose of this evaluation is to establish how the Board of Directors has executed its tasks during the year and to act as a basis for the development of the Board of Directors work.

Authorizations

The Annual General Meeting 2017 authorized the Board of Directors:

  1. To decide on the repurchase of the company's own shares as follows:
  • Maximum number of the company’s own shares to be repurchased is 18,312,149 (corresponds to approximately 10 percent of all the current shares of the company).
  • Own shares may be repurchased on the basis of this authorization only by using unrestricted equity.
  • Own shares can be repurchased at a price formed in trading on regulated market on the date of the repurchase or otherwise at a price formed on the market.
  • The Board of Directors is entitled to decide how shares are repurchased. 
  • Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). 

 2. To decide on the issuance of shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows:

  • The maximum number of shares to be issued is 18,312,149 shares (corresponds to approximately 10 percent of all the current shares of the company).
  • The Board of Directors is entitled to decide on all terms of the issuance of shares and of special rights entitling to shares and it is entitled to deviate from the shareholders' pre-emptive subscription rights (directed issue).
  • This authorization applies to both the issuance of new shares and the conveyance of own shares held by the company.

The authorizations shall be in force until the closing of the next Annual General Meeting.

Committees

The practical ways of working of the Board’s Committees shall be further defined in their Charters approved by the Board of Directors. The Board of Directors may appoint additional committees from among its members and prescribe their agendas. All Board Committees shall report their work to the Board of Directors. The Board Committees shall act as preparatory bodies for the Board of Directors and shall not have an authority to take decisions on matters that fall within the Board of Director’s authority unless specifically so authorized by the Board of Directors.

Audit and Risk Committee

The Board has established an Audit and Risk Committee consisting of four Board members, who are independent of the company. The Audit and Risk Committee’s task is to monitor the reporting process of financial statements and to supervise the financial reporting process. The Audit and Risk Committee also monitors the efficiency of Outotec’s internal control mechanisms as well as risk management systems.

In addition, the Audit and Risk Committee monitors the statutory audit of the financial statements and consolidated financial statements, and evaluates the independence of the statutory auditor or audit firm, particularly the provision of related service to the company.

In addition, the committee shall prepare recommendations to the General Meeting of Shareholders concerning the election and fees of the auditor for the company. The committee’s operation procedures have been specified further in the Board Audit and Risk Committee Charter, approved by the Board of Directors.

The Board´s assembly meeting on March 30, 2017 elected Ms Anja Korhonen (Chairman), Mr Klaus Cawén, Mr Ian W. Pearce, and Mr Timo Ritakallio, all having appropriate education and experience in corporate finance as members of the Audit and Risk Committee.

Charter of the Audit and Risk Committee

Human Capital Committee

In November 2010, The Board has established a Human Capital Committee. The Human Capital Committee shall, in addition to the customary duties belonging to remuneration committees, assume a strong role in duties pertaining to human resources policies and processes. The Human Capital Committee is charged with duties relating to employee benefit plans and compensation as well as remuneration of the CEO and other executives. The Human Capital Committee will also prepare matters pertaining to the appointment of the CEO and his/her possible deputy and other executives as well as the identification of their successors.

The Human Capital Committee operation procedures have been further specified in the Board’s Human Capital Committee Charter, approved by the Board.

The Board elected in its assembly meeting on March 30, 2017 Mr Matti Alahuhta (Chairman), Ms Eija Ailasmaa, and Mr Patrik Nolåker as members of the Human Capital Committee.

Charter of the Human Capital Committee