Outokumpu Discloses Corporate Governance Statement for 2009

Outokumpu Oyj has published its corporate governance statement pertaining to the 2009 annual general meeting. The company adheres to Finnish legislation, its Articles of Association, and the Corporate Governance Policy approved by the Board of Directors.

The company also follows the regulations of NASDAQ OMX Helsinki and the Finnish Corporate Governance Code. A notable deviation from the code is Outokumpu's establishment of both a Board Nomination and Compensation Committee and a Shareholders' Nomination Committee appointed by the Annual General Meeting. This statement is presented as a distinct report, disclosed alongside the financial statements and the Board of Directors' report.

The ultimate responsibility for group management and operations rests with Outokumpu Oyj's governing bodies: the General Meeting of Shareholders, the Board of Directors, and the President and CEO. The Group Executive Committee reports to the CEO and manages the group's efficient operations. The General Meeting convenes annually to handle key decisions such as approving financial statements, dividend distributions, and electing the board and auditors.

In 2009, the Annual General Meeting resolved to establish a Shareholders' Nomination Committee to prepare proposals regarding the composition and remuneration of the Board of Directors for the subsequent meeting. This committee comprises representatives from the three largest shareholders, which at that time were Solidium Oy, the Social Insurance Institution of Finland (Kela), and Ilmarinen Mutual Pension Insurance Company. The Board of Directors aims to ensure a significant and sustained increase in company value by leveraging its members' expertise.