Corporate Governance

General Meeting Internal control Auditing

Board of Directors Risk management Closed window

CEO and other management Internal auditing

Board of Directors

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 dayto-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:

appointing and discharging the CEO and ensuring that the CEO takes care of the Company’s day-to-day administration in accordance with the regulations and guidelines given by the Board;
establishing necessary committees, appointing their members and approving their working orders;
addressing and approving the long range plan and corporate strategy;
accepting the annual operational plan and budget;
monitoring how the Company’s accounting, asset management, risk control and financial reporting 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 management authorizations and granting rights to represent the Company;
monitoring that the Company’s Articles of Association are complied with;
convening the General Meeting and monitoring that the decisions taken by the General Meeting are implemented;
signing and presenting the financial statements to the Annual General Meeting for approval, and preparing a proposal for the use of profits;
approving key policies and guidelines, including the insider guidelines;
publishing the financial statements bulleting as well as interim and half-year financial reports;
approving and publishing or authorizing the CEO to publish all inside information likely to have a significant effect on the value of the Company’s shares, or which otherwise have to be made public according to the Finnish Securities Markets Act or the Rules of the Helsinki Stock Exchange.

The working order of the Board of Directors is presented in full on the Company’s website (www.

metsaboard.com/lnvestors/Corporate Governance). 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 2020, the Board held a total of 17 meetings. Due to corona pandemic, meetings were held by using a number of different methods of participation. The attendance rate of the members was 100% (100% in 2019 and 98% in 2018).

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 2021 appointed the following persons as members of the Board of Directors:

Ilkka Hämälä, born 1961, Chairperson, M.Sc. (Eng.)
Hannu Anttila, born 1955, independent member, M. Sc. (Econ.)
Raija-Leena Hankonen, born 1960, independent member, M.Sc. (Econ.)
Erja Hyrsky, born 1979, independent member, M.Sc. (Econ.)
Kirsi Komi, born 1963, independent member, LL.M.
Jussi Linnaranta, born 1972, M.Sc (Agriculture and Forestry), Agronomist
Jukka Moisio, born 1961, independent member, M.Sc. Economics, MBA
Timo Saukkonen, born 1963, M.Sc (Agriculture and Forestry), Forester
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.

Ilkka Hämälä

b. 1961
M.Sc (Engineering)
Vuorineuvos (Finnish honorary title)

Chairman of the Board since 2018

Not independent of the company or its significant shareholder

Primary working experience:
Metsä Group, President and CEO (2018–)
Metsäliitto Cooperative, CEO (2018–)
Metsä Fibre Oy, CEO (2008–2018)
Oy Metsä-Botnia Ab, (now Metsä Fibre Oy), previously various positions (1988–2008)

Metsä Fibre Oy, Chairman of the Board (2018–)
Metsä Spring Oy, Chairman of the Board (2018–)
Metsä Tissue Oyj, Chairman of the Board (2018–)

Other positions of trust:

Finnish Forest Industries Federation, Vice Chairman of the Board and the Board’s Working Committee (2012–2013, 2021–), Chairman of the Election Committee (2021–), Chairman of the Board and the Board’s Working Committee (2018–2020), Chairman of the Labour Market Committee (2017), Member of the Board (2012–)

Confederation of European Paper Industries (CEPI), Vice Chairman of the Board (2020–), Member of the Steering Committee (2020–), Member of the Board (2018–)

Finnish Business and Policy Forum EVA, Member of the Board (2021–)

ETLA Economic Research, Member of the Board (2021–)

Finnish Fair Corporation, Member of the Supervisory Board (2020–)

Finnish Chambers of Commerce, Member of the Delegation (2018–)

Helsinki Region Chamber of Commerce, Member of the Delegation (2018–)

The Confederation of Finnish Industry and Employers (TT) Foundation, Member of the Board (2018–3/2021)

Finnish Quality Association, Member of the Board (2018–), Member of the Advisory Board (2008–), Chairman of the Board (2020–)

Ilmarinen Mutual Pension Insurance Company, Chairman of the Supervisory Board (3/2021–), Member of the Supervisory Board (2009–)

Pohjolan Voima Oyj, Deputy Member of the Board (2009–)
University of Jyväskylä, Member of the Fund Management Committee (3/2021–)

Shares owned in Metsä Board Corporation

Jussi Linnaranta

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

Vice Chairman of the Board since 2020

Member of the Board since 2017

Independent of the company. Not independent of the company’s significant
shareholder

Primary working experience:
Forest and agricultural entrepreneur (2001–)
Thermal entrepreneur (2003–)
Ministry of Agriculture and Forestry, Information and Research Centre, various positions (1997–2007)

Other positions of trust:
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–)
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 and 2014–2016)

Shares owned in Metsä Board Corporation

Hannu Anttila

b. 1955
M.Sc. (Economy)

Teollisuusneuvos (Finnish honorary title)

Member of the Board since 2018

Independent of the company and of its significant shareholders

Primary working experience:
Metsä Group, Executive Vice President, Strategy (2006–28.2.2017)
M-real Corporation (now Metsä Board Corporation), CEO (2005–2006)
Metsäliitto Group, Chief Financial Officer (2003–2004)
Metsä Tissue Corporation, CEO, (1998–2003)
Oy Metsä-Botnia Ab and Metsä Serla Corporation (now Metsä Fibre Oy and Metsä Board Corporation), various management positions

Other positions of trust:
Metsä Tissue Corporation, Member of the Board (2004–2018)
Metsä Fibre Oy, Member of the Board (2004–2017)
Pohjolan Voima Oyj, Member of the Board (2007–2017)
Teollisuuden Voima Oyj, Member of the Board (2007–2017)

Shares owned in Metsä Board Corporation

Raija-Leena Hankonen

b. 1960
M.Sc. (Econ.), Authorized Public Accountant degree

Member of the Board since 2021

Independent of the company's significant shareholders. Not independent of the company

Primary working experience:
KPMG Oy Ab:
Chair of the Board (2016-2018)
CEO (2010-2016)
Lead Audit Partner of Large Corporates in Financial Services, Manufacturing and Retail Industry (2006-2019)
Head of Audit (2006-2010)
Various audit and IFRS client engagements in Finland and abroad (1987-2005)

Positions of trust:
Danske Bank A/S, Member of the Board, Audit Committee and Remuneration Committee (2020-)
Posti Group Oyj, Member of the Board and Chair of the Audit Committee (2020-)
Helsinki Deaconess Institute Foundation sr, Member of the Board and Audit Committee (2019-)
Savonlinna Opera Festival Support Association ry, Member of the Board (2018-)
Jalmari and Rauha Ahokas Medical Foundation sr, Chair of the Supervisory Board (2018-)

Shares owned in Metsä Board Corporation

Erja Hyrsky

b. 1979
M.Sc. (Econ.)

Member of the Board since 2021

Independent of the company and of its significant shareholders

Primary working experience:

Unilever PLC, Strategy Director, Global Markets (2019-)
Unilever Finland Oy, Managing Director, Sales Director (2013-2019)
Procter & Gamble Oy, various managerial positions in sales (2006-2013)
Hewlett Packard Oy, various positions in sales and marketing (2004-2006)

Other positions of trust:

Finnish Food and Drink Industries' Federation (ETL), Member of the Board (2016-2019)
Polaris Pension Fund, Chairman of the Board (2016-2019)

Shares owned in Metsä Board Corporation

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:

Directors' Institute Finland – hallitusammattilaiset ry, Vice Chair of the Board (2015–2018), Chair (2018–)
Humana AB, Member of the Board (2017–)
The Finnish National Theatre Oy, Member of the Board (2017–)
Docrates Oy, Chair of the Board (2011–)
Finnish Red Cross Blood Service, Member of the Board (2010–2011), Chair of the Board (2011–2020)
Lindström Invest Oy, Member of the Board (2017–2019), Chair of the Board ( 2019–2020)
Martela Corporation, Member of the Board (2013–2019)
Finnvera Oyj, Member of the Board (2013–2019)
Bittium Oyj, Member of the Board (2015–2018)
Citycon Oyj, Member of the Board (2011–2018)
Patria Plc, Vice Chair of the Board (2011–2016)
Veikkaus Oy, Chair of the Board (2016)

Shares owned in Metsä Board Corporation

Jukka Moisio

b. 1961
M.Sc. Economics, MBA

Member of the Board since 2020

Independent of the company and of its significant shareholders

Primary working experience:
Nokian Tyres plc, President and CEO (27 May 2020–)
Huhtamäki Oyj, President and CEO (2008–2019)
Ahlström Oyj, various duties (1991–2008), President and CEO (2004–2008)
McKinsey & Company, Associate (1989–1991)

Positions of trust:
Paulig Group, Member of the Board of Directors (2019–), Chairman of the Board of Directors (2020–)
Sulapac Oy, Chairman of the Board of Directors (2019–)
Atria Oyj, Member of the Board of Directors (2014–)
Neles Corporation, Chairman of the Board of Directors (2020–26.3.2021)

SHARES OWNED IN METSÄ BOARD CORPORATION

Timo Saukkonen

b. 1963
M.Sc (Agriculture and Forestry)
Forester

Member of the Board since 2020

Independent of the company. Not independent of the company's significant shareholder.

Primary working experience:
Farmer (1992–)

Positions of trust:
Metsäliitto Cooperative, various positions of trust (1995–), Member of the Board (2007–), Vice Chairman of the Board (2020–)
Etelä-Karjalan Osuuspankki, Member of the Board (2020–)
OP Cooperative, Member of the Supervisory Board (2019–)
Simpele Cooperative Bank, Member of the Supervisory Board (2000–2017), Chairman of the Supervisory Board (2011–2017), Chairman of the Board (2018–)
Cooperative Council of Finland, Member (2018–2020)
Pellervo Coop Center, Member of the Delegation (2008–2017), Member of the Board (2018–2020)

SHARES OWNED IN METSÄ BOARD CORPORATION

Veli Sundbäck

b. 1946
LL.M., Master of Laws

Member of the Board since 2013

Independent of the company and of its significant shareholders

Primary working experience:
Nokia Corporation, 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 (2010–2021)
IYF, Member of the Board (2009–2014)
Finnair Plc, Member of the Board (2004–2012), Vice Chairman of the Board (2010–2012)
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

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 2021, Raija-Leena Hankonen has been Chairperson of the Audit Committee with Hannu Anttila, Kirsi Komi and Jukka Moisio as members. Anttila, Komi and Moisio are independent of the Company and its significant shareholders. As the Company's previous auditor Hankonen is considered as dependent on the Company until 28 March 2022.

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 Chairperson 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 Chairperson 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 2021, Ilkka Hämälä has been Chairperson of the Nomination and Compensastion Committee with Erja Hyrsky, Jussi Linnaranta, Timo Saukkonen and Veli Sundbäck 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).

Board of Directors

see also

Composition and Independence of the Board of Directors

Ilkka Hämälä

Jussi Linnaranta

Hannu Anttila

Raija-Leena Hankonen

Erja Hyrsky

Kirsi Komi

Jukka Moisio

Timo Saukkonen

Veli Sundbäck

Board Committees

Audit Committee

Nomination and Compensation Committee

see also