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 Team members, and ensuring that the CEO takes care of the Company’s day-to-day administration according to the instructions and guidelines given by the Board
• appointing members to the Audit Committee and Nomination and Compensation Committee and accepting their working orders
• reviewing and approving the corporate strategy
• accepting the annual business 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 transfer and pledging of the Company’s significant real property
• deciding on the granting of donations, or authorizing the CEO thereon
• 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 decisions taken by the General Meeting are implemented
• signing and presenting the annual financial statements to the Annual General Meeting for approval, and preparing a proposal on the use of profits
• approving the essential policies, regulations and guidelines governing the business operations
• determining permanent insiders and approving the Company’s insider guidelines
• 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 convenes on a regular basis. In the financial year 2019, the Board held a total of 13 meetings, two of which were telephone meetings. The attendance rate of the members was 100 per cent (98% in 2018 and 100% in 2017).

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 2019 appointed the following persons as members of the Board of Directors:

Ilkka Hämälä, born 1961, Chairman, M.Sc. (Eng.)
Martti Asunta, born 1955, Vice Chairman, M. Sc. (For.)
Hannu Anttila, born 1955, independent of the Company, M. Sc. (Econ.)
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

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.

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 2019, Kai Korhonen has been the chairman of the Audit Committee, with Hannu Anttila, Kirsi Kom and Veli Sundbäck as members. Korhonen, Komi and Sundbäck are independent of the Company and its significant shareholders while Anttila is independent only of the Company.

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 2019 and the attendance rate of the members was 100 per cent (94 per cent in 2018 and 100 per cent in 2017).

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 2019, Ilkka Hämälä has been 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 three times during 2019 and all members participated in all meetings (the attendance rate was 100 per cent also in 2018 and 2017).