Management duties and responsibilities

Chief Executive Officer (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 Board´s decisions.

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 the most important decisions in the Executive Board meetings, and such decisions shall be recorded in the minutes of these meetings.

Executive Board

The Executive Board, operating under the authority of the CEO, consists of the CEO, the deputy CEO (if appointed), the Chief Financial Officer and the Executive and Senior Vice Presidents responsible for the Business Units and Corporate Functions. The role of the Executive Board is to manage the Group’s business as a whole. The Executive Board members have extensive authorities in their individual areas of responsibility and have the duty to develop Outotec´s operations in line with the targets set by the Board of Directors and the CEO. Executive Board meetings are convened by the CEO on a regular basis and all decisions made are recorded in minutes of the Executive Board. The Executive Board has no statutory role determined by law or by the Articles of Association, however it plays a significant role in Outotec’s management.

Appointments and benefits

The CEO, his/her deputy (if applicable) and the other members of the Executive Board are appointed by the Board of Directors, which also specifies their areas of responsibility, in addition to determining and approving their terms of service, including salaries, bonuses and pension and other benefits. The terms of service shall be recorded in written contracts.

External board memberships

The members of the Executive Board are allowed to accept memberships of boards of directors of other public companies and significant external private companies only with prior approval from the Board of Directors.