Duties and authority of the Board of Directors
The tasks and responsibilities of the Company’s Board of Directors are determined on the basis of the Companies Act as well as other applicable legislation. The Board of Directors has the general authority to decide and act in all matters not reserved for other corporate governance bodies by law or under the provisions of the Company’s Articles of Association. The general task of the Board of Directors is to organize and oversee the Company’s management and operations and it has the duty at all times to act in the best interest of the Company.
The Board of Directors has the general authority to decide and act in all matters not reserved for other corporate governance bodies by law or under the provisions of the company’s The general task of the Board of Directors is to organize and oversee the company’s management and operations and it has the duty at all times to act in the best interest of the company.
The Board of Directors has established the rules of procedure that define its tasks and operating principles in the Charter of the Board of Directors. The main duties of the Board of Directors are as follows:
With respect to directing the company’s business and strategies:
- Decide on Outokumpu’s strategy and the long-term targets of the Outokumpu Group (the “Group”) and monitor their implementation;
- Decide on annual business plans and monitor their implementation;
- Decide on annual limits for the Group’s capital expenditure, monitor related implementation, review performance and decide on changes;
- Decide on any major and strategically significant investments and monitor their implementation;
- Decide on any major and strategically important business acquisitions and divestments and monitor their implementation;
- Decide on the Group’s external financing and treasury matters; and
- Decide on any other commitments by any of the Group companies that are out of the ordinary either in terms of value or nature, taking into account the size, structure, and field of the Group’s operations.
With respect to organizing the company’s management and operations:
- Nominate and dismiss the CEO and his/her deputy, if any, monitor his/her performance and decide on the CEO’s terms of service, including incentive schemes, on the basis of a proposal made by the Board’s Remuneration Committee;
- Nominate and dismiss the members of the Outokumpu Leadership Team and to define their areas of responsibility based on a proposal by the Board’s Remuneration Committee;
- Monitor the adequacy and allocation of the Group’s top management resources;
- Decide on any significant changes to the Group’s business organization;
- Decide on the Group’s ethical values and modes of activity;
- Ensure that policies outlining the principles of corporate governance are in place;
- Ensure that policies outlining the principles of managing the Company’s insider issues and related party transactions are being observed;
- Ensure that the Company has guidelines for any other matters that the Board deems necessary and that fall within the scope of the Board’s duties and authority.
With respect to the preparation of matters to be resolved by the General Meetings of Shareholders:
- Establish a dividend policy and issue a proposal to the Annual General Meeting on dividend distribution;
- Make a proposal to the Annual General Meeting concerning the election of an external auditor and auditing fees;
- Make a proposal to the Annual General Meeting concerning the election of a sustainability reporting assurance provider;
- Make proposals to the Annual General Meeting concerning the Company’s Remuneration Policy and Remuneration Report; and •
- Make other proposals to General Meetings of Shareholders.
With respect to internal control and risk management:
- Discuss and approve interim reports, statements, and annual accounts;
- Monitor significant risks related to the Group’s operations and the management of such risks;
- Ensure that adequate policies for risk management are in place;
- Monitor financial position, liquidity, and debt maturity structure;
- Monitor the Group’s control environment;
- Monitor and assess how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm’s length terms; and
- Reassess its activities on a regular basis.
In 2024, the Board of Directors assessed its ways of working and performance with support from an external service provider. The assessment results were presented to the Shareholders’ Nomination Board.
Composition of the Board of Directors
The Annual General Meeting elects the Chairman, Vice Chairman and other members of the Board of Directors for a term expiring at the close of the following Annual General Meeting. The entire Board of Directors is, therefore, elected at each Annual General Meeting. A Board member may be removed from office at any time by a resolution passed by a General Meeting of Shareholders. Proposals to the Annual General Meeting concerning the election of Board members that have been made known to the Board of Directors prior to the Annual General Meeting will be made public if such a proposal is supported by shareholders holding a minimum of 10% of all the company’s shares and voting rights and the person being proposed has consented to such nomination.
The General Meeting of Shareholders decides on the remuneration payable to the members of the Board of Directors.
Under the company’s Articles of Association, the Board shall consist of no less than five and no more than twelve members. A Board consisting of eight members was elected at the Annual General Meeting 2024. Board meetings will be held as regularly as deemed necessary, but at least five times every year. In 2024, the Board of Directors had 12 meetings, and the attendance rate was 98%
The Annual General Meeting 2024 decided that the Board of Directors consist of eight members. The Annual General Meeting re-elected Heinz Jörg Fuhrmann, Kati ter Horst, Kari Jordan, Päivi Luostarinen, Jyrki Mäki-Kala, Petter Söderström, Pierre Vareille and Julia Woodhouse as the members of the Board of Directors, all for the term of office ending at the end of the next Annual General Meeting. The Annual General Meeting also re-elected Kari Jordan as the Chairman and Kati ter Horst as the Vice Chairman of the Board of Directors. Kati ter Horst stepped down from the Board in September 2024 to start as President and CEO of Outokumpu in October 2024.
Diversity principles of the Board of Directors
The diversity of the Board of Directors supports the vision and long-term objectives of the Group. Outokumpu recognizes the importance of a diverse Board, taking age, educational and international background, professional expertise, experience from relevant industrial sectors as well as a well-balanced gender representation into account. In accordance with the Shareholders’ Nomination Board Charter, the Nomination Board shall take the diversity principles, the applicable legislation and Stock Exchange rules and regulations as well as the recommendations of the Finnish Corporate Governance Code into consideration when preparing its proposals to the General Meeting and the progress in achieving set objectives shall be disclosed annually. The objective of a well-balanced Board structure in terms of gender representation was largely achieved in 2024.
The review by the Board of Directors is available in the Financial year 2024 section in the Annual report.
Composition and operations of the Board committees
The Board of Directors has set up two permanent committees, the Audit Committee and the Remuneration Committee. They consist of Board members and the Board has confirmed the rules of procedure for these committees.
The Board of Directors may appoint additional committees from among its members and define their purpose and rules of procedure. There were no additional committees in 2024.
All Board committees shall report on their work to the Board of Directors. The Board committees shall act as preparatory bodies for the Board of Directors and shall not have authority to take decisions on matters that fall within the Board’s authority unless specifically so authorized by the Board or other authority.
Audit Committee
The Board Audit Committee consists of a minimum of three Board members. At least one of the Committee members shall have an appropriate education and special expertise in accounting or auditing. The Committee’s task is, in greater detail than is possible for the Board as a whole, to deal with matters relating to financial reporting and statements and statutory sustainability reporting, the Company’s financial position, auditing and statutory sustainability reporting assurance, internal controls, compliance matters and risk management procedures, the scope of internal and external audits and sustainability reporting assurance, fees paid to the auditors and sustainability reporting assurance provider, the Group’s tax position, the Group’s financial policies, monitoring and assessing related party transactions and other procedures for managing Group risks.
In addition, the Audit Committee prepares a recommendation to the Board of Directors concerning the election of an external auditor and sustainability reporting assurance provider at a General Meeting.
The Audit Committee also prepares a recommendation to the Board of Directors concerning the decision on auditing fees at a General Meeting. The Committee’s rules of procedure are further defined in the Audit Committee Charter approved by the Board, The Audit Committee met six times during 2024, and the attendance rate was 100%.
The Audit Committee is chaired by Jyrki Mäki-Kala, and the members of the committee are Päivi Luostarinen, Petter Söderström and Julia Woodhouse.
Remuneration Committee
The Board Remuneration Committee consists of the Chairman of the Board and a minimum of two additional Board members. The task of the Remuneration Committee is to prepare proposals to the Board concerning the appointment of the Company’s top management and principles relating to the compensation they receive. The Remuneration Committee also prepares the proposals as to the Company’s Remuneration Policy and Remuneration Report.
The Committee’s rules of procedure are further defined in the Remuneration Committee Charter, approved by the Board. The Remuneration Committee met 13 times during 2024, and the attendance rate was 98%.
The Remuneration Committee is currently chaired by Kari Jordan, and the members of the committee are Heinz Jörg Fuhrmann, Kati ter Horst and Pierre Vareille. Kati ter Horst stepped down from the Board in September 2024 to start as President and CEO of Outokumpu in October 2024.
Independence of the Board members
The Board assesses the independence of the Board members and records the outcome in the Board minutes. All members of the Board of Directors were independent of the company and its significant shareholders on December 31, 2024, excluding one Board member who was independent of the Company but not of one of its major shareholders.