The Board of Directors is responsible for the Company’s administration and arranging the Company’s operations properly according to applicable laws, the Articles of Association and good corporate governance. The general authority of the Board covers matters that are far-reaching, strategically significant or unusual and which therefore do not belong to the Company’s day to-day business operations. The Board supervises Metsä Board’s operations and management and decides on strategy, major investments, the Company’s organisation structure and significant financing matters. The Board supervises the proper arrangement of the Company’s operations, and ensures that accounting and asset management control, financial reporting and risk management have been organised in an appropriate manner.
For its operation, the Board has a written working order. In accordance with the working order, the Board’s tasks include:
- nominate and dismiss the CEO and the deputy CEO and decide on the CEO's terms of engagement;
- organise the Company's accounting, financial and risk management, and the supervision of the financial and sustainability reporting process, as well as analyse the risks that are the most significant for the group;
- supervise the CEO's management of the Company's operative management in line with the Board's instructions and orders;
- adopt the Company's values and the Board's diversity policy;
- monitor and guide the Company's contribution to sustainable development;
- review and adopt the Company's long-term action plan, strategy, annual action plan and budget;
- decide on significant investments, corporate transactions, and take decisions on acquisitions, mergers, divestments and closures of business operations;
- decide on significant financing arrangements, including debt financing, the provision of securities and subsidiary capitalisation;
- decide on the assignment or pledging as securities of the Company's significant fixed assets;
- decide on the granting of donations to the extent that they do not fall within the competence of the General Meeting;
- decide on the delegation of its powers, subject to express limits of approval and rules of delegation, and the granting and revoking of representation rights;
- convene and Annual General Meeting and supervise the implementation of resolutions it passes;
- sign and present to the Annual General Meeting the financial statements and the Board of Directors' annual review, including the sustainability statement, and prepare a proposal for dividend distribution;
- approve and publish a financial statement bulletin, half-year financial report and interim reports for each quarter;
- adopt the key policies guiding the Company's business operations; insider guidelines and disclosure policy governing communications, and supervise their application;
- decide on remuneration schemes, their criteria and conditions, as well as monitor their implementation.
The working order of the Board of Directors is presented in full on the Company’s website. The Board can delegate matters in its general
authority to the CEO and correspondingly take charge of decision-making in a task that belongs to the CEO’s general authority.
On an annual basis, the Board assesses its own operation and the Company’s governance and decides on any necessary changes. The Board convenes on a regular basis. In the financial year 2023, the Board held a total of 14 meetings. The attendance rate of the members was 97% (the attendance rate was 97% in 2022 and 99% in 2021 ).
Diversity Principles of the Board of Directors
Metsä Board Corporation applies principles defined in law to promote and develop equality and diversity and further promotes equal treatment of individuals at the workplace. The Board of Directors of Metsä Board has adopted the following diversity principles. These principles are presented and their application explained annually as part of the Corporate Governance Statement. The Board recognises the benefits to the company and its shareholders of a diverse and broad Board composition. Diversity supports the Board's open work atmosphere and decision-making.
The Board is responsible for the company's administration and the proper arrangement of its operations. A key task of the Board is also to support and challenge operative management from various perspectives in a consistent and predictable manner. The successful working by the Board and its Committees requires a diverse composition, knowledge and experience base as well as taking into account the personal qualities of individual members. Further, diversity shall correspond to and support the company's then current development stage and respond to the company's and its business' future development needs.
Metsä Board has identified that key diversity factors for the company include industry knowledge, experience from different fields of business and international business scene. In addition, varying educational backgrounds, management experience from different business sectors and a varying age and gender structure have been identified as items promoting diversity. Metsä Board's target is to always have both genders represented at the Board.
The nomination and HR committee of the Board will take these principles into account when considering their proposals on board composition to the Annual General Meeting.
Composition and Independence of the Board of Directors
The composition and number of members of the Board of Directors must facilitate effective fulfilment of the Board’s tasks. The composition of the Board of Directors takes into account the development phase of the Company, the special requirements of the industry and the needs of the Company’s operations. Both sexes are represented in the Board of Directors. A member of the Board must possess the competence required by the task and the opportunity to allocate sufficient time for the task.
According to the Articles of Association, a minimum of five and a maximum of ten regular members shall be appointed to the Board of Directors by the shareholders in the Annual General Meeting for a one-year period at a time. The number of consecutive terms is not limited. At present, the Board has nine regular members. The Board appoints a Chairperson and a Vice Chairperson among its members. The Annual General Meeting of 2024 appointed the following persons as members of the Board of Directors:
Ilkka Hämälä, born 1961, Chairperson, M.Sc. (Eng.)
Leena Craelius, born 1971, independent member, MBA finance
Raija-Leena Hankonen-Nybom, born 1960, independent member, M.Sc. (Econ.)
Erja Hyrsky, born 1979, independent member, M.Sc. (Econ.)
Mari Kiviniemi, born 1968, independent member, M.Soc.Sc. (Econ.).
Jussi Linnaranta, born 1972, M.Sc (Agriculture and Forestry), Agronomist
Jukka Moisio, born 1961, independent member, M.Sc. Economics, MBA
Mikko Mäkimattila, born 1971, M.Sc (Agriculture and Forestry), Agronomist
Juha Vanhainen, born 1961, independent member, M.Sc. (Process Technology).
A majority of the members of the Board of Directors are independent of both the Company and its significant shareholders.
To assess the independence and impartiality of the members of the Board of Directors, the members shall notify the company of circumstances that may have an impact on the member’s ability to act without conflict of interest. In situations where the Board of Directors processes a business or other contractual relationship or connection with Metsäliitto Cooperative or its other subsidiary, the Board of Directors acts, if necessary, without those of its members who are dependent on Metsäliitto Cooperative.
