President and ceo

Duties and responsibilities of the CEO

The CEO is responsible for managing and controlling the company’s business and day-to-day operations with the aim of securing significant, sustained increase in the value of the company for its shareholders. The CEO prepares matters for decision by the Board of Directors, develops Outotec in line with the targets agreed upon with the Board of Directors and ensures proper implementation of the decisions of the Board of Directors. It is further the duty of the CEO to ensure that Outotec's operations are in compliance with the laws and regulations applicable at the time. The CEO may have a deputy who will attend to the duties of the CEO in the event that the CEO is prevented from doing so him/herself. The CEO shall make his/her most important decisions in the Executive Board meetings, and such decisions shall be recorded in the minutes of these meetings.

On June 22, 2016, the Board of Directors of Outotec Oyj appointed Mr. Markku Teräsvasara, born in 1965 as the President and Chief Executive Officer of Outotec Oyj. Mr. Teräsvasara assumed the duties of CEO as of October 1, 2016. No deputy to CEO has been appointed.

Remuneration and service contract of CEO

The annual base salary of the CEO Markku Teräsvasara is EUR 630,000 including holiday pay and fringe benefits in accordance with Outotec policy. In addition to the base salary, the CEO is entitled to an annual bonus that is maximum 60% of his base salary. Annual targets for the bonus are related to the financial performance of the company and are decided annually by the Board of Directors.

The CEO participates in Outotec’s Long-term share-based Incentive Program. From the earnings period 2017, the CEO is entitled to receive the maximum of 63 000 Outotec shares and a cash portion to cover taxes and tax-related payments. The payable amount depends on how the annual performance criteria set by the Board of Directors are met. The CEO is required to participate to O’Share Employee Share Savings Plan in order to be eligible for Long-term share based Incentive Program.

The CEO participates in the O’Share Employee Share Savings Plan. According to the terms of the plan he can receive one share (including taxes) for each two shares purchased with his savings. The maximum savings amount is 5% of the base salary.

The service contract of the CEO can be terminated by the company without notice period and by the CEO with 6 months notice period. If the company terminates the service contract, the CEO will be compensated with a total severance pay corresponding to the base salary of 12 months payable as monthly instalments or lump sum payment. No such separate compensation will be paid if the company terminates the service contract because of the substantial breach of contract by the CEO, comparable to reasons mentioned in chapter 8 section 1 of the Employment Contracts Act.

Upon resignation by his own request and if the company decides to use the non-compete clause, the CEO is entitled to a compensation for the non-compete period. Compensation is equal to 6 months’ base salary.

The contract shall expire without separate termination when the CEO retires. The CEO’s earliest retirement age and pension benefits are determined by valid statutory Finnish pension legislation.