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. Taking into account the scope and quality of the Company’s operations, the Board takes care of matters that are far-reaching and unusual, and do not belong to the Company’s day-to-day business operations. The Board supervises Metsä Board’s operations and management and decides on the 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 its working order, the Board responsibilities include:

  • appointing the CEO and accepting the appointment of Corporate Management Board members, and ensuring that the CEO takes care of the company’s day-to-day administration according to the regulations and guidelines given by the Board
  • appointing members to the Audit, Nomination and Compensation Committees and accepting their working orders
  • processing and accepting the corporate strategy and its main policies
  • accepting the annual operational plan
  • monitoring how company accounting, asset management and risk control are arranged
  • deciding on significant investments, business acquisitions, divestments and closures of operations
  • deciding on considerable investments and financing arrangements
  • deciding on the surrender and pledging of the company’s significant real property
  • deciding on the granting of donations, or on the CEO’s authority concerning them
  • granting and cancelling the right to represent the Company, and the authority to sign on behalf of the Company
  • monitoring that the Company’s Articles of Association are complied with; convening the General Meeting and monitoring that the decisions made by the General Meeting are implemented
  • signing and presenting the annual financial statements to the Annual General Meeting for approval, and preparing a proposal for the use of profits
  • approving the essential policies, regulations and guidelines governing the business operations
    deciding on who are permanent insiders in the Company, and accepting the Company’s insider rules
    publishing or authorizing the CEO to publish all such information that is likely to have an impact on the Company’s share value, or which otherwise has to be made public according to the Finnish Securities Markets Act.

The working order of the Board of Directors is presented in full on the Metsä Board website. The Board can delegate matters in its general responsibility to the CEO and correspondingly take charge of decision-making in a task that belongs to the CEO.

On an annual basis, the Board of Directors assesses its own operations and the Company’s administration principles and decides on necessary changes, if any.

The Board of Directors convenes on a regular basis. In the financial year 2016, the Board of Directors held a total of 17 meetings, five of which were phone meetings. The attendance rate of the members was 98 per cent (100 per cent in 2015).

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 2017 appointed the following persons as members of the Board of Directors:

Kari Jordan, born 1956, Chairman, M.Sc. (Econ.)
Martti Asunta, born 1955, Vice Chairman, M. Sc. (For.) 
Kirsi Komi, born 1963, independent member, LL.M.
Kai Korhonen, born 1951, independent member, M. Sc. (Eng.), eMBA
Liisa Leino, born 1960, independent member, M. Sc. (Nutrition)
Jussi Linnaranta, born 1972,  M.Sc (Agriculture and Forestry), Agronomist
Juha Niemelä, born 1946, independent member, M. Sc. (Econ.)
Veli Sundbäck, born 1946, independent member, LL.M
Erkki Varis, born 1948. independent member, M. Sc. (Eng.)

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.

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Kari Jordan

b. 1956
M.Sc. (Econ)
Vuorineuvos (Finnish honorary title)

 

Chairman of the Board (2005–)
Not independent of the company and of its significant shareholders

 

PRIMARY WORKING EXPERIENCE:

  • Metsä Group, President and CEO (2006–)

 

OTHER POSITIONS OF TRUST:

  • Metsäliitto Cooperative, CEO (2004–), vice chairman of the Board (2005–)
  • Metsä Tissue Corporation, chairman of the Board
    (2004–)
  • Metsä Fibre Oy, member of the Board (2004–) and chairman of the Board (2006–)
  • Confederation of Finnish Industries EK, member of the Board (2005–) and vice chairman of the Board (2009–2011 and 2013–2014), member of the Executive Committee (2015–)
  • Central Chamber of Commerce, member of the Board (2007–2011), chairman of the Board (2012–)
  • Finnish Forest Industries Federation, chairman of the Board and the Federation's Working Group (2009-2011), vice chairman of the Board and the Federation's Working Group (2005–2009, 2014–), member of the Board (2012–2013)
  • Varma Mutual Pension Insurance Company, member of the Supervisory Board (2006–2012), vice chairman of the Board (2013), chairman of the Board (2014)
  • Holds several positions of trust in foundations and non-profit associations.

Shares owned in Metsä Board Corporation

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Martti Asunta

b. 1955
M.Sc. (Forestry)
Metsäneuvos (Finnish honorary title)

 

Member of the Board and Vice Chairman of the Board (2008–)
Independent of the company, not independent of company's significant shareholders


OTHER POSITIONS OF TRUST:

  • Metsäliitto Cooperative, Chairman of the Board (2008–)
  • Metsä Fibre Oy, member of the Board (2008–)
  • Metsä Tissue Corporation, member of the Board
    (2008–)
  • Pellervo-Seura, member of the Board (2008–), Chairman of the Board (2010–)
  • Pellervo-Media Oy, Chairman of the Board (2013–)
  • Finnish Agry-Agency for Food and Forest Development, member of the Board (2012–)
  • Cooperative Council of Finland, chairman (2013–)

Shares owned in Metsä Board Corporation

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Kirsi Komi

b. 1963
LL.M, Master of Laws

 

Member of the Board  since 2010
Independent of the company and of its significant shareholders

PRIMARY WORKING EXPERIENCE:

  • Nokia Siemens Networks, General Counsel, member of the Executive Board (2007–2010)
  • Nokia Corporation, Vice President, Legal, Networks Business Group Leadership Team (1999–2007)
  • Nokia Corporation, legal counsel (1992–1999)

OTHER POSITIONS OF TRUST:

  • Veikkaus Oy, Chairman of the Board (2016)
  • Bittium Oyj, member of the Board (2015–)
  • Martela Oyj, member of the Board (2013–)
  • Finnvera Oyj, member of the Board (2013–)
  • Patria Plc, Vice Chairman of the Board (2011–2016)
  • Citycon Oyj, member of the Board (2011–)
  • Docrates Oy, Chairman of the Board (2011–)
  • Finnish Red Cross Blood Service, member of the Board (2010–), Chairman of the Board (2011–)

Shares owned in Metsä Board Corporation

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Kai Korhonen

b. 1951
M.Sc. (Eng), eMBA

 

Member of the Board since 2008
Independent of the company and of its significant shareholders


PRIMARY WORKING EXPERIENCE:

  • Stora Enso Oyj, Senior Executive Vice President (1998–2007)

 

OTHER POSITIONS OF TRUST:

  • Ilmarinen Mutual Pension Insurance Company, member of the Supervisory Board (2006–2008)
  • Finnish Forest Industries Federation, Vice Chairman of the Board (2006–2007)
  • American Forest & Paper Association, member of the Board (2000–2003)
  • German Pulp and Paper Association, member of the Board (1995–2000)

Shares owned in Metsä Board Corporation

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Liisa Leino

b. 1960
M.Sc. (Nutrition)
Teollisuusneuvos (Finnish honorary title)

 

Member of the Board since 2009
Independent of the company and of its significant shareholders

 

PRIMARY WORKING EXPERIENCE:

  • Leino Group Ltd., full-time Chairman of the Board (2006–), CEO (2011–)

 

OTHER POSITIONS OF TRUST:

  • Confederation of Finnish Industries EK, member of the Board (2011–2012)
  • The Federation of Finnish Technology Industries, member of the Board (2011–2016)
  • Varma Mutual Pension Insurance Company, deputy member of the Board (2011–)
  • Rautaruukki Corporation, member of the Board (2007–2014)
  • Alko Oy, member of the Board (2009–2011)
  • Finnish Business and Policy Forum EVA, member of the Supervisory Board (2010–2016)
  • Elomatic Oy, member of the Board (2011–)
  • Cadmatic Oy, member of the Board (2015–)

Shares owned in Metsä Board Corporation

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Jussi Linnaranta

b. 1972
M.Sc (Agriculture and Forestry)
Agronomist

Member of the Board since 2017

Agricultural entrepreneur (2001–)
Thermal entrepreneur (2003–)

OTHER POSITIONS OF TRUST:

Metsäliitto Cooperative, Member of the Supervisory Board (2004–2016)
Ministry of Agriculture and Forestry, Information and Research Centre, various positions (1997–2007)
Pohjois-Savo Cooperative bank, Member of the representative Council (2014–)
The Central Union of Agricultural Producers and Forest Owners (MTK), Member of the Energy Committee (2007–2008, 2014–2016)
Kalakukko 2006 ry, Member of the LEADER Operational Committee and the Board (2001–2006)

Shares owned in Metsä Board Corporation

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Juha Niemelä

b. 1946
M.Sc. (Econ)
Doctor of Sciences in Economics and Technology h.c.
Vuorineuvos (Finnish honorary title)

 

Member of the Board since 2007
Independent of the company and of its significant shareholders


PRIMARY WORKING EXPERIENCE:

  • UPM-Kymmene Corporation, CEO (1996–2004)


OTHER POSITIONS OF TRUST:

  • MeritaNordbanken plc, member of the Board (1998–1999)
  • Veikkaus Oy, Chairman of the Board (2001–2011)
  • Powerflute Oyj, member of the Board (2005–2013)
  • Green Resources AS, member of the Board and Chairman of the Board (2009–2015)

Shares owned in Metsä Board Corporation

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Veli Sundbäck

b. 1946
LL.M., Master of Laws
Ambassador

 

Member of the Board since 2013
Independent of the company and of its significant shareholders


PRIMARY WORKING EXPERIENCE:

  • Nokia Oyj, member of the Executive Board, Executive Vice President, Corporate Relations and Responsibility (1996–2008)
  • Ministry for Foreign Affairs, Secretary of State (1993–1996), various positions in the Ministry for Foreign Affairs, diplomatic offices in Brussels and Geneva (1969–1993)


OTHER POSITIONS OF TRUST:

  • Vaaka Partners, Chairman of the Board (2010–)
  • IYF, member of the Board (2009–2014)
  • Finnair Oyj, member of the Board (2004–2012)
  • Huhtamäki Oyj, Chairman of the Board (1999–2005)
  • Confederation of Finnish Industries EK, member of the Board (2004–2008)
  • The Federation of Finnish Technology Industries, member and Vice Chairman of the Board (2004–2007)

Shares owned in Metsä Board Corporation

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Erkki Varis

b. 1948
M.Sc. (Eng)

 

Member of the Board since 2009
Independent of the company and of its significant shareholders


PRIMARY WORKING EXPERIENCE:

  • Oy Metsä-Botnia Ab, President and CEO (1997–2008)
  • Metsäliitto Group, member of the Executive Management Team (2002–2008)
  • Oy Metsä-Rauma Ab, Managing Director (1994–1996)
  • Oy Metsä-Botnia Ab, Deputy to CEO (1990–1994)

 

OTHER POSITIONS OF TRUST:

  • Pohjolan Voima Oy, member of the Board (2000-2009)
  • Botnia SA, (Uruguay), Chairman of the Board (2005-2008)

Shares owned in Metsä Board Corporation

Board  Committees

Board committees provide assistance to the Board of Directors, preparing matters for which the Board is responsible. The Board of Directors appoints an Audit Committee and a Nomination and Compensation Committee from among its members. Every year after the Annual General Meeting, the Board of Directors appoints each committee’s Chairperson and members. The Board of Directors and its committees can also seek assistance from external advisors.

Final decisions concerning matters related to the tasks of the committees are made by the Board of Directors on the basis of committee proposals, excluding proposals made directly to the General Meeting by the Nomination and Compensation Committee.

Audit Committee

The Audit Committee is responsible for assisting the Board of Directors in ensuring that the company’s financial reporting, calculation methods, annual financial statements and other financial information made public by the company are correct, balanced, transparent and clear. On a regular basis, the Audit Committee reviews the internal control and management systems and monitors the progress of financial risk reporting and the auditing of the accounts. The Audit Committee assesses the efficiency and scope of internal auditing, the Company’s risk management, key risk areas and compliance with applicable laws and regulations. The committee gives a recommendation to the Board concerning the appointment of auditors to the Company. The Audit Committee also processes the annual plan for internal auditing and the reports prepared on significant audits.

The Audit Committee consists of four Board members who are independent of the Company and its significant shareholders. Since the Annual General Meeting of 2017, Kai Korhonen is the chairman of the Audit Committee, with Kirsi Komi, Veli Sundbäck and Erkki Varis as members.

The committee members must have adequate expertise in accounting and financial statement policies. The Audit Committee convenes on a regular basis, at least four times a year, including meeting with the Company's auditor. The committee chairman provides the Board with a report on each meeting of the Audit Committee. The tasks and responsibility areas have been specified in the committee’s working order which the Board has approved.

When necessary, the following persons are also represented in the Audit Committee meetings as summoned by the Committee: the auditor, Chief Executive Officer and Chief Financial Officer as well as other management representatives and external advisors.

The Audit Committee convened four times during 2016 and the attendance rate of the members was on average 100 per cent.

Nomination and Compensation Committee

The task of the Nomination and Compensation Committee is to assist the Board of Directors in matters related to the appointment and compensation of the Company's CEO, a possible Deputy CEO and the senior management and prepare matters related to the reward schemes for management and employees. In addition, the committee prepares for the Annual General Meeting a proposal on the number of Board members, Board composition and Board member compensation. The committee also recommends, prepares and proposes to the Board the CEO’s (and a Deputy CEO’s) nomination, salary and compensation, and further evaluates and provides the Board and the CEO with recommendations concerning management rewards and compensation systems.

The committee consists of five Board members. It convenes on a regular basis at least four times a year. The committee chairman presents the proposals issued by the committee to the Board. The tasks and responsibilities of the Nomination and Compensation Committee have been specified in the committee’s working order which the Board approves.

Since the Annual General Meeting of 2017, Kari Jordan is the Chairman of the Nomination and Compensation Committee, with Martti Asunta, Liisa Leino, Jussi Linnaranta and Juha Niemelä as members.

The Nomination and Compensation Committee convened six times during 2016 and the attendance rate of the members was on average 97 per cent.

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