OUTOTEC CORPORATE GOVERNANCE STATEMENT OUTOTEC’S CORPORATE GOVERNANCE STATEMENT 2012

The ultimate responsibility for the management and operations of Outotec lies with the governing bodies of the parent company, Outotec Oyj, registered and existing under the laws of . These bodies are the General Meeting of Shareholders, the Board of Directors and the President and Chief Executive Officer (CEO). Further, the Executive Board, operating under the authority of the CEO, has been formed for the ef- ficient management of the company.

OUTOTEC’S GOVERNING BODIES

Annual General Meeting of Shareholders

Nomination Board

External Audit Internal Board of Directors Control

Audit Committee Human Capital Committee Internal Audit

Risk President and CEO Management

Executive Board

Market areas Non-ferrous Ferrous ELE Services

Shared functions Solutions Solutions Solutions Solutions

The governance principles appli- Corporate Governance Code is based on of high international standard. The Code cable to the company are a combination company’s self-regulation and it com- is available on the Securities Market As- of the laws of Finland, the Articles of As- plements the statutory procedures. sociation homepage at www.cgfinland. fi. sociation approved by the General Meet- The aim of the Code is to harmo- Outotec’s Corporate Governance ing of Shareholders and Corporate Gov- nize practices of the Finnish listed com- Statement has been given separate- ernance Policy approved by the Board of panies’ corporate governance as well as ly from the financial statements and Directors. the information given to shareholders and it is available on Outotec’s web site at Outotec follows the Finnish Cor- other investors. It will also improve the www.outotec.com. In addition, Outotec’s porate Governance Code for listed com- transparency of the administration bod- Corporate Governance Policy in its en- panies issued by the Securities Market ies and that the Finnish listed companies tirety is published and maintained on Association in June 2010. The apply the corporate governance practices Outotec’s web site.

1 Outotec corporate governance statement 2012 Self-regulatory Framework General Meeting of Shareholders Board of Directors

Outotec has introduced the Outotec In accordance with the Finnish Compa- According to the Articles of Association of Management System for the purpose nies Act, the General Meeting of Share- the company, the Board of Directors shall of ensuring the due functioning of its holders is the highest decision-making consist of no fewer than five (5) and no operational model. Outotec Manage- body of the company. The Act provides more than eight (8) members. The General ment System became effective on Feb- for that certain important decisions, Meeting of Shareholders elects the Chair- ruary 2011 upon the Board of Directors such as amendments to the Articles of man, and other members of the Board of decision. Outotec Management Sys- Association, approval of the financial Directors. Vice Chairman is elected by the tem defines governance, management statements, increasing or decreasing Board amongst the Members of the Board. principles, operational model, roles, share capital, decisions on dividends, responsibilities and authorities with- and the election of the Board of Direc- The Board’s Composition: in Outotec. Outotec Management Sys- tors and the auditors are the exclusive tem documentation is based on Europe- domain of the General Meeting of Share- Carl-Gustaf Bergström, B.Sc. (Econ.) an Foundation for Quality Management holders. b. 1945, Finnish citizen (EFQM) management system and pro- Chairman of the Board of Directors and cesses framework criteria. Documen- Nomination Board Human Capital Committee as of 2010 tation defines compatibility and fulfill- Board member since 2006, ment of Outotec systems against such The Annual General Meeting on March re-elected in 2012 standards as ISO 9001:2000 for Quality 23, 2012 decided to establish a Nomina- Independent of the company and owner Management and ISO 14001 for Environ- tion Board. Its duties consist of search, Retired from Cargotec Corporation in 2006 mental Management. preparation and presentation of Board Outotec Management System is member candidates, and related remu- Karri Kaitue, LL. Lic. based on the following general princi- neration matters. b. 1964, Finnish citizen ples and guidance: The Nomination Board consists of Vice Chairman of the Board of Directors the three biggest shareholders having as of 2006 • One company principle most voting rights and being registered Board member since 2006, • Governance and decision-making on October 1, 2012 on the sharehold- re-elected in 2012 • Mission, strategic intent and vision ers’ register maintained by Euroclear Member of the Human Capital Committee • Strategy Finland Ltd, and the Chairman and Vice as of 2010 • Organization Chairman of the Board of Directors. In Independent of the company and owner • Corporate-wide policies, the event a shareholder does not want to Deputy CEO of Oyj until 2011 processes, information, exercise his right to appoint a member applications and quality to the Nomination Board, the appoint- Hannu Linnoinen, B.Sc. (Econ.), LL.M. ment right will pass to the next largest b. 1957, Finnish citizen Outotec policies constitute a vital part of shareholder registered in the share- Board member since 2006, the Management System. Corporate re- holders’ register, who otherwise would re-elected in 2012 sponsibility policy comprises Outotec’s have no right to appoint. Chairman of the Audit Committee code of conduct, anti-money launder- The Nomination Board shall be con- as of 2006 ing policy prohibits questionable vendor vened by the Chairman of the Board of Di- Independent of the company and owner and customer arrangements, competi- rectors and the Nomination Board elects Senior Executive Vice President and tion compliance policy removes obsta- amongst its members its chairman. The Chief Financial Officer of SRV Group Plc cles from free and fair trade practices, Shareholders Nomination Board composi- disclosure policy provides for timely and tion was Kari Järvinen (Solidium Oy), Harri Eija Ailasmaa, M. Pol. Sc, Graduate of accurate investor communication. In ad- Sailas (Keskinäinen Eläkevakuutusyhtiö Il- the School of Journalism dition Outotec has numerous other poli- marinen), Chaim (Poju) Zabludowicz (Tam- b. 1950, Finnish citizen cies regulating its ways of working and ares Nordic Investments BV.), Carl-Gustaf Board member since 2010, governance. Bergström and Karri Kaitue. re-elected in 2012

Outotec Oyj 2 Member of the Human Capital Committee cures a significant and sustained increase Board of Directors appoints and dismiss- as of 2012 in the value of the company for its share- es the Chief Executive Officer (the “CEO”), Independent of the company and owner holders. To this end, the members of the his/her possible deputy and the other Retired from Sanoma Media B.V. in 2011 Board are expected to act as a resource members of the Executive Board and de- and to offer their expertise and experi- cide on their terms of service, including Tapani Järvinen, M.Sc. (Eng.), ence for the benefit of the company. incentive schemes, monitor issues relat- Lic.Sc. (Tech.) The Board of Directors acts within ing to top management resources, de- b. 1946, Finnish citizen the remit of the powers and responsi- cides on any significant changes in the Board member since 2010, bilities provided under the Finnish Com- business organization of the Group, de- re-elected in 2012 panies Act and other applicable legisla- fines the company’s ethical values and Member of the Human Capital Committee tion. According to the Companies Act, modes of activity, ensures that policies as of 2010 the Board has general authority to de- outlining the principles of corporate gov- Not independent of the company and cide and act on all matters not reserved ernance are in place, ensures that poli- owner by law or under the provisions of the Ar- cies outlining the principles of manag- Retired from Outotec Oyj in 2009 ticles of Association to other corporate ing the company’s insider issues are in governing bodies. Further, the Board is place, ensures that other policies, as the Timo Ritakallio, LL.M., MBA responsible for the organization of the Board may consider appropriate, con- b. 1962, Finnish citizen company’s management and operations, cerning issues within the Board’s duties Board member since 2011, and it has the duty at all times to act in and authorities are in place. re-elected in 2012 the best interests of the company. In the field of preparing issues for Member of the Audit Committee The Board of Directors has in its the General Meeting of Shareholders as of 2011 Charter further specified its duties as a for resolution the Board of Directors Independent of the company and owner whole, the duties of individual members establishes a corporate policy for divi- Deputy CEO of Ilmarinen Mutual Pen- and the Chairman of the Board and the dend distribution and makes proposals sion Insurance Company Board’s methods of working at a practi- regarding dividend distribution to the cal level. General Meeting of Shareholders, and Chaim (Poju) Zabludowicz, B.A. (Eco- In the field of directing the compa- makes proposals to the General Meeting nomics and International Relations) ny’s business and strategies the Board of of Shareholders concerning other deci- b. 1953, Finnish citizen Directors shall decide on the basic strat- sions within the authority of the General Board member since March 23, 2012, egies of the Outotec Group (the “Group”) Meeting of Shareholders. Member of the Audit Committee and monitor their implementation, decide In the field of financial control and as of 2012 on the authority frames for capital expen- risk management the Board of Directors Independent of the company and owner diture for the Group and monitor their im- discusses and approves the interim re- Chairman and CEO of Tamares Group plementation, decide on major business ports and annual accounts, monitors is- acquisitions and divestments as well as on sues pertaining to significant risks and risk Anssi Soila, M.Sc. (Eng.), B.Sc. (Econ.) any other major and strategically signifi- management activities related to Group b. 1949, Finnish citizen cant investments, decide on all individu- operations, and ensures that adequate pol- Board member since 2006 until 2012 al major sales contracts and all contracts icies for risk management are in place. Member of the Audit Committee that represent an exceptional risk position One objective of Outotec’s Board of until 2012 taking into account the size of the Group. Directors is to have both genders repre- Independent of the company and owner The Board of Directors shall further de- sented when proposing candidates for Retired from Oyj in 1999 cide on any major financing arrangements future compositions. by any Group company, or which are orga- In 2012, the Board of Directors Duties of the Board nized by way of public offerings, or which met 13 times. The attendance of mem- are otherwise out of the Group’s normal bers at Board meetings was the follow- The general objective of the Board of Di- course of business. ing (95.6%): rectors is to direct the company’s busi- In the field of organizing the Com- ness and strategies in a manner that se- pany’s management and operations the Participation in 2012 Meetings

3 Outotec corporate governance statement 2012 Bergström Carl-Gustaf 13/13 for managing company-specific risks. In Kaitue Karri 13/13 addition, the Audit Committee shall pre- Board member Ailasmaa Eija 13/13 pare recommendations to the General participation in 2012 Meetings Järvinen Tapani 13/13 Meeting of Shareholders concerning the Bergström Carl-Gustaf 5/5 Linnoinen Hannu 13/13 election and fees of the auditors for the Kaitue Karri 5/5 Ritakallio Timo 13/13 company. The Audit Committee’s opera- Ailasmaa Eija 4/4 Soila Anssi 3/3 tion procedures have been specified fur- Järvinen Tapani 4/5 Zabludowicz Chaim (Poju) 6/10 ther in the Board Audit Committee Char- ter, approved by the Board. Chief Executive Officer (CEO) Evaluation of Board’s work The Audit Committee members and his/her duties and responsibilities were Hannu Linnoinen (Chairman), Eija The Board conducts an annual evalua- Ailasmaa (until 23.3.2012), Timo Ritakal- The CEO is responsible for managing tion of its operations and working meth- lio, Anssi Soila (until 23.3.2012) and Chaim and controlling the company’s business ods. The purpose of this evaluation is to (Poju) Zabludowicz (as of 23.3.2012), all and day-to-day operations with the aim establish how the Board has executed having appropriate education and expe- of securing significant, sustained in- its tasks during the year and to act as rience in corporate finance. In 2012, the crease in the value of the company for a basis when assessing how the Board Audit Committee met 4 times. its shareholders. functions. The attendance of members in Au- The CEO prepares matters for de- dit Committee meetings was the follow- cision by the Board of Directors, devel- Board’s Committees ing (92.3%): ops the Group in line with the targets agreed upon with the Board of Directors The Board’s Committees practical ways Board member and ensures proper implementation of of working shall be further defined in participation in 2012 Meetings the decisions of the Board of Directors. their Charters approved by the Board. Ailasmaa Eija 1/1 It is further the duty of the CEO to ensure The Board of Directors may appoint ad- Linnoinen Hannu 4/4 that the company’s operations are in com- ditional committees from among its Ritakallio Timo 4/4 pliance with the laws and regulations ap- members and prescribe their agendas. Soila Anssi 1/1 plicable at the time. The CEO may have a All Board Committees shall report on Zabludowicz Chaim (Poju) 2/3 deputy who will attend to the duties of the their work to the Board of Directors. The CEO in the event that the CEO is prevented Board Committees shall act as prepa- Human Capital Committee from doing so him/herself. The CEO shall ratory bodies for the Board of Directors make his/her most important decisions in and shall not have an authority to take The Board has established in Novem- Executive Board meetings and such de- decisions on matters that fall within the ber 2010 a Human Capital Committee cisions shall be recorded in the minutes Board’s authority unless specifically so consisting of three members. The Hu- of these meetings. On June 4, 2009, the authorized by the Board. man Capital Committee shall, in addi- Board of Directors of Outotec appointed tion to the customary duties belonging Mr. Pertti Korhonen, born 1961, M. Sc. Audit Committee to remuneration committees, assume (Eng) as the new President and Chief Ex- a strong role in duties pertaining to hu- ecutive Officer of Outotec Oyj. Mr. Korho- The Board has established an Audit man capital policies and processes. nen joined Outotec on September 1, 2009, Committee consisting of three Board The Human Capital Committee served as Chief Operating Officer as of Oc- members, who are independent of the members are Carl-Gustaf Bergström tober 1, 2009 and has assumed the duties company. The Audit Committee’s task is (Chairman), Karri Kaitue, Eija Ailasmaa of CEO as of on January 1, 2010. In 2012 no to review, in greater detail than is pos- (as of March 23, 2012) and Tapani Deputy to CEO was appointed. sible for the Board as a whole, the au- Järvinen. The Human Capital Committee diting work, the internal controls, the convened 5 times during 2012. Executive Board scope of internal and external audits, The attendance of members in Hu- invoicing by the auditors, the company’s man Capital Committee meetings was The Executive Board consists of the CEO, financial policies and other procedures the following (95%): his/her deputy (if one has been appoint-

Outotec Oyj 4 ed), the Chief Financial Officer and the Outotec Executive Board Robin Lindahl, Executive Vice President Executive Vice Presidents and Senior - Market Operations Vice Presidents responsible for the busi- Pertti Korhonen, President and CEO Michael Frei, Senior Vice President – ness areas and functions. The role of the Mikko Puolakka, Chief Financial Officer Supply Executive Board is to manage the Group’s Jari Rosendal, President, Non-ferrous Kari Knuutila, Chief Technology Officer business as a whole. The Executive Board Solutions business area Tapio Niskanen, Senior Vice President - members have extensive authorities in Pekka Erkkilä, President, Ferrous Solu- Business Infrastructure their individual areas of responsibilities tions business area Ari Jokilaakso, Senior Vice President - and have the duty to develop the Group’s Peter Weber, President, Energy, Light Human Capital operations in line with the targets set by Metals and Environmental Solutions Mika Saariaho, Chief Strategy Officer the Board of Directors and the CEO. Ex- business area Minna Aila, Senior Vice President, Com- ecutive Board meetings are convened by Kalle Härkki, President, Services busi- munications and Corporate Responsi- the CEO from time to time. ness area bility (as of March 1, 2012)

Control Systems

The general governance principles and Outotec’s self-regulatory framework provide the basis for Outotec’s operations. In order to ensure the proper functioning of the governance model Outotec Oyj’s Board of Directors has defined the principles for Outotec’s internal control.

INTERNAL CONTROL FRAMEWORK AND RISK MANAGEMENT

Corporate Governance and Statements Reporting Financial Business Process Control Process Business Management Reporting Internal Policies Internal

Governing Processes and Policies

Develop and Manage Deliver Solutions and Market and Sell Products Services

Support Processes

Auditors, Internal Audit, Risk Management, Control of Financial Reporting

5 Outotec corporate governance statement 2012 Internal Audit agement and Inventory management. that risks are taken into account in the Furthermore, follow-up audits were company strategy planning and operative Internal audit is a fundamental part of carried out in order to verify the imple- business. Business Areas, Market Areas Outotec’s corporate governance and mentation of the corrective actions from and functions are responsible for achiev- management systems. Internal audit past audits. ing their strategic targets and for miti- assists the Board of Directors in su- gating and managing all their risks with pervising and controlling the company. Risk Management support from risk management, contract The role of internal audit activity is to management and internal audit function. monitor that the company’s operations Risk management is an integral part of Risk management and operational are efficiently managed and profitable, Outotec management system and inter- control is coordinated by the Corporate risk management is at sufficient level nal control framework. It aims at as- Finance & Control function headed by and the provided information for exter- sessing the risks in a systematic way in the Chief Financial Officer. Functionally nal and internal purposes is accurate. order to facilitate profound planning and risk management has direct access to The internal audit system also verifies decision making process. Risk manage- the Executive Board, the CEO, the Audit that the defined principles, policies and ment covers all parts of the organization Committee and the Board of Directors. instructions are followed and internal and captures risks from strategic to op- Risks are assessed regularly and audit assist in the investigation of sus- erational risks. Risk management sup- reported to the CEO and the Executive pected fraudulent activities within the ports the management and the Board Board, the Audit Committee and the organisation. of Directors to ensure that the company Board of Directors on risk identification Internal audit is designed to add can execute its strategy effectively. and risk management measures. The value and improve Outotec’s operations Outotec operates in accordance main risks related to Outotec are strate- by acting as an independent, objective with its risk management policy, which gic, operational and project and finance assurance and consulting service. Inter- specifies the objectives, approaches and risks, which may affect significantly nal audit help Outotec to support a good areas of responsibility of risk manage- Outotec’s reported financial informa- organizational governance, give an inde- ment. Outotec’s risk management in- tion. Most significant risks and uncer- pendent perspective for management in cludes Group level and project-specific tainties related to Outotec’s business considering and reviewing company op- risk management processes, which all are described in the Board of Director’s erations, and accomplish its objectives increase the reliability of financial re- report. Financial risks are described in by bringing a systematic, disciplined ap- porting. the notes to financial statements and proach to evaluating and improving the Outotec’s Board of Directors over- operational and project risks according effectiveness of risk management, con- sees and approves Outotec Risk Manage- to Project Risk Identification and Man- trol, and governance processes. ment Policy and the related processes. agement (PRIMA) process are described The company’s Internal Audit func- The policy defines the objectives, prin- in the company’s web site. tion reports administratively to the Chief ciples, operating procedures, organisa- In 2012 the risk management prin- Financial Officer but in matters relat- tion and responsibilities of risk manage- ciples, definitions, processes and re- ed to the internal audit directly to the ment and the reporting and follow-up sponsibilities were renewed and docu- Board’s Audit Committee and the CEO. procedures. Board’s Audit Committee mented under the Outotec Enterprise The Audit Committee approves the an- is responsible for reviewing the risk as- Risk Management Policy. The policy acts nual and long-term internal audit plans. sessments and reports to the Board. The as an umbrella for all risk management Audit findings, recommendations and Audit Committee also oversees how the activities within Outotec. Outotec’s PRI- management corrective actions are re- management monitors compliance with MA process, financial risk management ported regularly to the Audit Committee. the Group’s risk management policies activities, QEHS systems, Internal audit In 2012, two extensive audits were and procedures and reviews the adequa- policy and Corporate responsibility poli- conducted, one in human capital func- cy of the risk management framework in cy form an integral part of the Enterprise tion and processes, and the other in relation to the risks faced by Outotec. The Risk Management. The implementation compliance and fraud risk management. CEO and the Executive Board are respon- of the Enterprise Risk Management pro- In addition internal controls’ auditing sible for defining and implementing risk cedures within whole Outotec will come activities were related to Treasury man- management processes and for ensuring effective in 2013.

Outotec Oyj 6 Internal Control Related to Financial Reporting

Internal control in the framework of financial reporting aims at providing assurance that the financial re- porting is reliable and in line with the generally accepted accounting principles, applicable laws and regu- lations as well as internal reporting principles. The financial reporting framework in Outotec is based on Group wide instructions, financial processes and common reporting platform. This framework is support- ed by Outotec’s values, honesty and high ethical standards as well as frequent training and information exchange through meetings where information about financial processes is shared.

OUTOTEC FINANCIAL REPORTING CONTROLS

Board of Directors Financial Performance Review, Reporting Audit Committee Principles, Processes and Tools Review

CEO and Executive Board Business Performance Review

Business Areas and Business Performance Review Market Areas External Auditors

Internal AuditInternal Financial Accounting Management Reporting and Subsidiaries Business Controlling Accounting Principles, Reporting Manuals Corporate Finance and Control Corporate and Finance Financial Processes and Tools

The Board of Directors bears the reporting and report directly to the Audit Business Areas, Market Areas and shared overall responsibility for the internal con- Committee and the CEO. The corporate functions. Outotec’s internal and external trol over financial reporting. Financial per- wide financial management and control is financial reporting is done by using one formance is reviewed by the Board. The coordinated by the Corporate Finance & common reporting system to ensure that Board has appointed an Audit Committee, Control function headed by the Chief Fi- internal and external reporting is based on which in addition to other tasks monitors nancial Officer. The operational responsi- the same information. Changes in account- on regular basis also the financial report- bility for internal controls lies in subsid- ing system master data are managed cen- ing principles and accuracy of financial re- iaries, Business Areas, Market Areas and trally to ensure data integrity. Automatic porting. The CEO and the Executive board corporate shared functions. interfaces between different systems are as well as the the management teams in The Corporate Finance & Control applied when reasonable. User rights for Business Areas and Market Areas conduct function maintains common instructions the financial IT systems and segregation of a monthly review of the historical financial for financial reporting, acts as process duties as well as consistent and well docu- performance and business outlook. Cen- owner for financial processes and controls mented processes are an important part of tral part of the review is the financial per- centrally the reporting platforms. The ap- the internal control. formance of each individual delivery proj- plication and interpretation of accounting Outotec’s monthly financial review ect. Controlling functions in subsidiaries standards for the Group wide purposes is process forms a key control mechanism are responsible for ensuring that the busi- done by the Corporate Finance & Control when measuring the effectiveness of op- ness transactions are reported according and those principles are documented in the erations and the development of the com- to Group accounting principles. The ex- Outotec Accounting Policies and reporting pany versus the set financial targets. ternal auditor and Internal Audit function manual. Accounting Policies are imple- Monthly reporting includes detailed anal- perform regular checks on the financial mented by the network of controllers in ysis of deviations between actual results,

7 Outotec corporate governance statement 2012 budget, previous year and latest forecast. al audit of the accounting records for each ecutives as well as the identification of their In addition to the financial information the financial year, the annual accounts and successors. Depending on the employee’s reporting covers also other key perfor- the corporate governance of the compa- position, total compensation may consist of mance indicators for measuring the op- ny. The audit of the company also includes base salary, annual cash bonus, long-term erational performance of Outotec Group, an examination of the consolidated annual share based incentive plan and Outotec Business Areas and Market Areas as well accounts for the company, as well as the Management Oy (for Executive Board mem- as cost development of corporate shared relationships between Group companies. bers only). functions. As project deliveries represent This calls for cooperation between the au- At Outotec, incentive bonuses are majority of Outotec’s sales, project risk ditor of the company and the auditors of determined on the basis of attainment of management and project control are the the other group companies world-wide. In the company’s financial targets, as well key processes for providing information the scope of the audit, it is taken into ac- as targets set for the employees or de- for financial control and reporting. count that the company has its own sepa- partments concerned. Personal targets Financial performance and outlook rate internal audit function. On closing of form at most one third of one’s total in- are reviewed on monthly basis on all orga- the annual accounts, the external auditor centive bonus. As a general rule, the total nizational levels. Special emphasis is put submits the statutory auditor’s report to bonus percentage ranges from 10 to 60 on the review of project related contrac- the company’s shareholders, and it also percent of the employee’s annual salary, tual risks, project provisions and finan- regularly reports the findings to the Board depending on the position of the employ- cial performance. Project related finan- of Directors’ Audit Committee. An auditor, ee. The incentive bonus program covers cial performance and risks are reviewed in addition to fulfilling general competen- almost all personnel of Outotec. In addi- also by the Audit Committee on quarterly cy requirements, must also comply with tion, the Board of Directors may decide to basis. Controllers participate in evaluat- certain legal independence requirements set some project related bonuses. ing the performance as well as in plan- guaranteeing the execution of an indepen- Outotec’s Board of Directors decided ning activities. Controllers’ responsibility dent and reliable audit. on April 23, 2010 to adopt a share-based is also to ensure that the reporting follows In 2012, the company paid a fee of Incentive Program for the company’s key corporate guidelines and time schedules. EUR 679,000 (2011: 858,000) for the au- personnel. The Program comprises three During year 2012 special emphasis diting services. Additionally, the compa- earning periods: calendar years 2010, 2011 was put on reviewing the financial ac- ny paid EUR 886,000 (2011: 880,000) for and 2012. The Board of Directors deter- counting manual, all key financial pro- non-auditing related consultation. mines the amount of the maximum reward cesses as well as starting the imple- In the Annual General Meeting for each individual, the earning criteria and mentation of new management reporting on March 23, 2012 Public Accountants the targets established for them separate- system to increase the transparency over PricewaterhouseCoopers Oy, was elect- ly on an annual basis. The maximum value matrix organization. The first pilot for the ed as the company’s auditor. of the rewards of the whole Incentive Pro- harmonized ERP system was implement- gram 2010-2012 equals to approximately ed in three subsidiaries and roll-outs will Remuneration 1,000,000 shares, including the cash pay- continue over the next few years. ment to cover income taxes. Full details of The Board of Directors wants to underline the Executive Board members’ remuner- Auditors the importance of human capital develop- ations can be found on Outotec’s web site ment and management for a high technol- and Financial Statements 2012 on page 31. The company has one auditor which shall ogy company such as Outotec with world- Outotec’s Board of Directors decid- be an auditing firm authorised by the Cen- class knowledge and expertise. The Human ed on September 25, 2012, to launch an tral Chamber of Commerce. The auditor is Capital Committee is charged with duties employee share savings plan for Outotec elected by the Annual General Meeting to relating to human capital policies and pro- employees globally. The plan has com- audit the accounts for the ongoing finan- cedures, employee benefit plans and com- menced from January 1, 2013, with the cial year and its duties cease at the close pensation as well as remuneration of the first savings period being one calendar of the subsequent Annual General Meet- CEO and other executives. The Human Cap- year. The following savings periods are ing. The parent company, Outotec Oyj is ital Committee will also prepare matters subject to a separate Board decision. responsible for selecting the external au- pertaining to the appointment of the CEO Approximately 34% of employees in 22 dit firm. The audit firm performs an annu- and his/her possible deputy and other ex- countries have signed up.

Outotec Oyj 8