According to the Metsäliitto Cooperative rules and legislation, the task of the Board of Directors is to ensure that Metsäliitto Cooperative's and Metsä Group's operations and administration are appropriately arranged. The Board of Directors comprises a minimum of five and a maximum of eight members elected by the Supervisory Board.
CV's of the members of the Board of Directors and their holdings in Metsä Group can be viewed by clicking the plus sign which is at the bottom right of the picture.
b. 1972
M.Sc (Agriculture and Forestry)
Agronomist
Member of the Board since 2017, Chairman of the Board since 2020
Forest and Agricultural entrepreneur (2001–)
Thermal entrepreneur (2003–)
Ministry of Agriculture and Forestry, Information and Research Centre, various positions (1997–2007)
Metsäliitto Cooperative, Member of the Supervisory Board (2004–2016), Member of the Board (2017–), Vice Chairman of the Board (2019), Chairman of the Board (2020–)
Metsä Board Corporation, Member of the Board (2017–), Vice Chairman of the Board (2020–)
Pellervo Coop Center, Member of the Board (2020–)
Pohjois-Savo Cooperative bank, Member of the representative Council (2014–2017)
The Central Union of Agricultural Producers and Forest Owners (MTK), Member of the Energy Committee (2007–2008, 2014–2016)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2023: EUR 349,966
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2023: 36, 211 (B-shares)
s. 1971
M.Sc (Agriculture and Forestry)
Agronomist
Member of the Board since 2020, Vice Chairman of the Board since 2023
Forestry and agriculture entrepreneur (1994–)
RockRobot Oy, CEO (2021-)
Dometal Oy, CEO, partner (2011–2021)
Multiva Magyarország Kft., CEO of the Hungarian subsidiary (2013–)
Potila Tuotanto Oy, CEO (2017–2020)
Farmit Website Oy, CEO (2005–2010)
Lännen Tehtaat Oyj, Development manager (2003–2005)
Suomen Gallup Elintarviketieto Oy, Research manager (2001–2003)
Pellervon taloudellinen tutkimuslaitos, Researcher (1998–2001)
Metsä Board Corporation, Member of the Board (2023-)
Pellervo Coop Center, Member of the Delegation (2023-)
LähiTapiola Loimi-Häme Regional Mutual Insurance Company, Member of the Board (2008–2022)
LocalTapiola General Mutual Insurance Company, Member of the Supervisory (2014–)
Dometal Oy, Member of the Board (2012–2021)
Potila Tuotanto Oy, Member of the Board (2013–2020)
Lähivakuutus Cooperative, Member of the Supervisory Board (2011–2014)
Forestry Management Association Loimijoki, Member of the Delegation (2005–2019)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2023: EUR 151,563
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2023: 5,052 (B-shares)
born 1968
M.SC (Admin.)
Member of the Board since 2024
Forest and Agricultural entrepreneur (1988–)
The Kajaani City Board,Chairman (2017–)
Fisheries Local Action Group Kainuu and Koillismaa, Adviser(2008–2013)
ProAgria Oulu, Business adviser (2005–2008)
Council of Europe, Member of the Chamber of Regions (2021–), Vice-president of the Governance Committee (2021–2023), Member of the Governance Committee (2023–)
Metsäliitto Cooperative, Member of the Supervisory Board (2008–2023)
Centre Party, Chairman of the Kainuu district (2020–2022)
Kainuu Cooperative bank, Member of the Board (2012–2020)
Kainuu Forestry Association, Member of the Board (2008–2010)
Metsäliitto Cooperative, Member of the Representative Council (2003–2007)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2023: EUR 121,122
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2023: 4,666 (B-shares)
s. 1962
M.Sc. (Econ)
Vuorineuvos (Finnish honorary title)
Member of the Board since 2021
Boardman, partner (2020-)
Aalto University School of Business, Executive in Residence (2021–)
Trailmaker Oy, Senior Advisor (2021–)
Evolv Oy, Advisor (2020–)
SOK Corporation, CEO and Chairman of the Board (2014–2020)
Osuuskauppa Hämeenmaa, CEO, Chairman of the Board (2004–2013)
SOK Corporation, Director of Development, Member of the Management of SOK (2000–2004)
Intrade Partners Oy, CEO (1997–2000)
SOK Corporation, CFO (1994-1997)
SOK Corporation, various tasks (1987–1994)
SOK Board of Directors, Chairman (2014–2020), Member (2007–2011), Vice Chairman (2008 – 2011)
SOK Liiketoiminta Oy, Chairman of the Board (2014–2020)
Sokotel Oy, Chairman of the Board (2014–2020)
Finnish Commerce Federation, Member of the Board and Board's Working committee (2014-2020), Chairman of the Board ja Board's Working committee (2016–2017)
Conferederation of Finnish Industries, Member of the Board and Executive committee (2015-2019), Vice Chairman of the Board (2015)
Finnish Chambers of Commerce, Member of the Board (2015–2019)
ICC Finland, Member of the Board (2015–2019)
Pellervo Coop Center, Member of the Board (2017–2021)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2023: EUR 6,282
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2023: 1,500 (B-shares)
s. 1961
M.Sc. (Food microbiology)
Member of the board since 2023
Telia Finland Oyj, Head of Sustainability (2014–)
TeliaSonera AB, Vice President, Head of Group Sustainability (2011–2014)
Stora Enso Oyj, Senior Vice President, Sustainability (2002–2011)
Danisco A/S, Vice President, Head of Sustainable Development (1999–2002)
Cultor Ltd., Vice President, Environment (1997–1999)
Vestas Wind Systems A/S, Member of the Board of Directors (2012–2019)
Suomen Pakolaisapu ry, Member of the Board of Directors (2016–2021)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2023: EUR 260
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2023: 1,300 (B-shares)
b. 1961
LL.M
Member of the Board since 2021
City of Alajärvi, Administrative Director (2019–2022)
Finnish Forest Industries, Labor Market Director (2015–2019)
Finnish Education Employers, CEO (2004–2014)
Service Sector Employers Palta, Ombudsman (2001–2004)
Työsuhdejuristit ry, Legal Counsel (1997–2001)
Attorneys Rödl & Partner Oy, Partner, Attorney (1996–1997)
Attorneys Delex Oy / Attorneys Viljamaa & Pärssinen Oy (1990–1996)
Vs. Lahden kaupunginviskaali (1990)
National Conciliators’s Office, Part-time conciliator (2024–)
TT Botnia Oy, Member of the Board (2019–2022)
Labour Court of Finland, Part-time member (2010–2018)
Education Fund, Deputy Member of the Supervisory Board (2006–2018)
The Insurance Court, Debuty Member (2002–2014)
YT-lakikomitea, Member of the Committee (2005–2006)
Tasa-arvolain kehittämistoimikunta, Member of the Committee (2001 – 2002)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2023 : EUR 720
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2023: no ownership
b. 1965
M.Sc (Econ)
Member of the Board since 2018
YIT Corporation, Chief Financial Officer, Deputy to the President and CEO (2018–2021)
Lemminkäinen Corporation, Chief Financial Officer (2014–2018)
Forest BtL Oy, Director and Advisor to the Board of Directors (2013–2014)
Neste Oil Corporation, Chief Financial Officer (2009–2012)
Pohjola Bank plc, Chief Financial Officer (2006–2008)
Pohjola Group Ltd, Chief Financial Officer (2003–2005)
Comptel Corporation, various management positions (2000–2003)
Svenska Handelsbanken AB (publ), Branch Operation in Finland, Analyst (1997–2000)
Postipankki Ltd, Analyst (1994–1997)
Betolari Oyj, Member of the Board (2022–), Chairman of the Board (2023–)
Antilooppi GP Oy, Chairman of the Board (2023–)
Nordea Mortgage Bank Plc, Member of the Board and Chairman of the Audit Committee (2022–)
NADMED Oy, Member of the Board and Vice Chairman of the Board (2022–)
Parmaco Oy, Member of the Board (2013–2018)
Governia Oy, Member of the Board (2014–2018)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2023: EUR 124,549
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2023: no ownership
b. 1971
MBA, LL.M.
Member of the Board since 2022
Vexve Armatury Group Oy, CEO, co-investor (2019–)
Vexve Oy, CEO, co-investor (2017–)
Mondi Group Plc, CEO, Fibre Packaging (2014–2017)
The Boston Consulting Group (BCG), Senior Advisor (2013–2014)
UPM-Kymmene Corporation, various management positions (1999–2013)
Teknologiateollisuus ry, Member of Pirkanmaa Regional board (2020–2023)
Logistikas Oy, Chairman of the Board (2021–2022)
Peikko Group Oyj, Member of the Board (2011–2013), Chairman (2014–2020)
WWF, Finland, Member of the Supervisory Board (2010–2016)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2023: EUR 760
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2023: 4,000 (B-shares)
In 2023, the Chair of the Board of Directors was Jussi Linnaranta, the Deputy Chair was Mikko Mäkimattila, and the members were Taavi Heikkilä, Juha Parpala, Eija Pitkänen, Nina Pärssinen, Ilkka Salonen and Jussi Vanhanen.
The Board of Directors convened 15 times in 2023. Of the members of the Board, Heikkilä, Linnaranta, Mäkimattila, Parpala, Pärssinen and Salonen attended all the meetings. Pitkänen and Vanhanen attended 14 meetings. The Board members’ attendance rate was 98%.
The tasks of the Board of Directors include:
The Board of Directors has composed a procedure for its operations that specifies the operating principles followed in the decision-making of the Board of Directors in more detail. The rules of procedure of the Board of Directors are available via the adjacent link.
The Board of Directors elects a Chair and a possible Deputy Chair from among its members for one (1) year at a time. The Chair of the Supervisory Board has the right to participate in the meetings of the Board of Directors. The Board of Directors convenes as summoned by the Chair as often as necessary. The President and CEO prepares the Board's meetings. The Board of Directors forms a quorum when more than one half of the members of the Board are present. When the votes are equal, the Chair has the casting vote. Minutes shall be kept of the meetings of the Board of Directors.
The Board of Directors regularly appraises its operations and procedures by conducting an annual self-assessment.
The Supervisory Board elects Metsäliitto Cooperative's Board of Directors. Thus, the election of Board of Directors deviates from the recommendation on the election of the Board of Directors. The deviation from the recommendations in terms of competence regulations guarantee the realisation of cooperative corporate governance and the members' extensive participation in Metsäliitto Cooperative's decision-making.
The Board of Directors comprises a minimum of five (5) and a maximum of eight (8) members. A Board member's term of office commences at the beginning of the calendar year following the meeting of the Supervisory Board that elected him/her and runs for three (3) years at a time. The term of office of the members of the Board of Directors deviates from the one-year term of office of the Finnish Corporate Governance Code. However, the owners of the cooperative have not considered it necessary to shorten the term of office, as the three-year term has been considered necessary to ensure the continuity of decision-making.
When preparing the nominations of the members of the Board of Directors, the Supervisory Board’s Nomination Committee considers their qualifications, experience and
available time, and ensures that the Board composition includes diverse expertise.
In order to ensure that the tasks of the Board of Directors are effectively managed, Metsäliitto Cooperative's Board of Directors has an Audit Committee and a HR Committee. The Committees do not have authority to make decisions independently; the Board of Directors makes the decisions on matters based on the preparation of the Committees. The Board of Directors elects the members of the Committee from among its members.
The Audit Committee assists the Board of Directors in performing its supervision task. In this task, the committee assesses and supervises matters related to financial and sustainability reporting, auditing, internal audit and risk management in accordance with procedures approved for it.
The Audit Committee comprises a minimum of three members, most of whom are independent of the company, elected annually by the Board of Directors from among its members. In addition, the Chair of the Supervisory Board has the right to attend the Audit Committee’s meetings. The President and CEO and the Group's Chief Financial Officer also attends the meetings of the Audit Committee, except for the times when the Audit Committee wishes to convene without the presence of the executive management. The Audit Committee regularly reports to the Board of Directors on its operations and observations.
In 2023, the Chair of the Board of Directors was Ilkka Salonen. The other members of the committee in 2023 were Jussi Linnanranta, Mikko Mäkimattila and Jussi Vanhanen. They will all continue as members of the Audit Committee in 2024. Eija Pitkänen was elected as a new member of the committee. The Audit Committee convened four times. The attendance rate of the members of the Audit Committee was 95%.
The purpose of the HR Committee is to assist the Board of Directors in ensuring that Metsä Group has appropriate and competitive incentive systems, and successor and development planning in accordance with the procedure approved for it. In its task, the committee presents matters such as the terms of the employment relationship of the Managing Director and the President and CEO, incentive systems for the senior management, and key principles in the senior management’s contracts to the Board of Directors for decision. In addition, the HR Committee presents the annual targets for the senior management to the Board of Directors for approval and monitors their realisation. Furthermore, the committee processes matters related to the incentiver systems of the senior management and presents them for the decision of the Board of Directors.
The Board of Directors annually elects three members to the HR Committee from among its members. The majority of the members of the HR Committee must be independent of Metsä Group. The President and CEO and Group SVP, HR also attends the meetings of the HR Committee, except when the committee wishes to convene without the presence of the executive management. The HR Committee regularly reports to the Board of Directors on its operations.
In 2023, the Chair of the HR Committee wasTaavi Heikkilä, and the members were Jussi Linnaranta, Eija Pitkänen and Nina Pärssinen. Heikkilä will continue as the Chair of the committee in 2024, and Linnaranta and Pärssinen will continue as members of the HR Committee in 2024. Teuvo Hatva was elected as a new member of the committee. The HR Committee convened five times, and the members’ attendance rate was 100%.
According to the overall evaluation by the Board of Directors, all current members of the Board are independent of Metsäliitto Cooperative. Metsäliitto Cooperative does not have such significant owner-members as referred to in the Corporate Governance Code of whom the members of the Board of Directors would be dependent.
In December 2016, the Board of Directors of Metsäliitto Cooperative approved the principles concerning the diversity of the Board of Directors. According to the Board of Directors’ diversity principles, the successful management of the tasks of the Board of Directors and its committees requires a diverse composition, competence and experience, as well as the consideration of the personal qualitis of individual members.
Metsäliitto Cooperative has identified, in addition to a knowledge of the forest economy and industry sector, experience in demanding management tasks and an international operating environment as essential in terms of the Board of Director’s diversity. Other factors identified as promoting diversity include Board members’ mutually complementary educational backgrounds, management experience in various segments of business operations, and a diverse age and gender range. It is Metsäliitto Cooperative’s goal that both genders are represented on the Board of Directors. The Supervisory Board’s Nomination Committee observes these principles when preparing proposals on the composition of the Board of Directors presented to the Supervisory Board.
The Board of Directors is composed of eight members, all of whom have an academic degree. The members of the Board of Directors have significant experience in demanding governance and management duties from a number of sectors, and of international business operations. Several Board members are distinguished members of society.
The Supervisory Board’s Nomination Committee observes the diversity principles and goals when preparing proposals on the composition of the Board of Directors. The achievement of the Board of Directors’ diversity targets is monitored by the Supervisory Board’s Nomination Committee that prepares proposals on the appointment of Board members for the Supervisory Board. Sustainability competence is also considered in the appointment of Board members.
