Insider guidelines and related party transactions

INSIDER GUIDELINES

In matters related to insiders, Metsä Group complies with securities market legislation and the insider guidelines of the subsidiary Metsä Board Corporation, composed in accordance with the standards of the Financial Supervisory Authority and the guidelines prepared by the Helsinki stock exchange. Metsä Group requires every employee to follow the insider regulations. The secretary of the Board of Directors of each Group company is in charge of the maintenance and administration of Metsä Group’s statutory insider register. In addition to a permanent insider register, the Group company sets up, when needed, an insider project, which covers all persons who participate in the preparation of a certain project containing insider information. Metsä Group only recommends long-term investments and the use of purchase programmes. Insiders are provided with instructions and training at frequent intervals.

The public insider register of the listed Metsä Board Corporation comprises the members of Metsäliitto Cooperative’s Board of Directors, the President and CEO, and the auditors. Metsä Board’s company-specific insiders include the members of the Group’s Executive Management Team and designated persons appointed to legal, financial, communications and investor relations-related tasks of Metsä Group, who thus regularly have access to insider information on Metsä Board. Trading in Metsä Board’s securities is prohibited when a person possesses insider information concerning the company. Public insiders and permanent insiders are also not allowed to trade in the securities during a period starting from the end of the reporting period until the interim report has been published (the “closed window”). In addition, trading is prohibited from all persons included in insider projects. Metsä Board’s insiders are under the obligation to declare to the company up-to-date information on themselves, their related parties as well as the corporations directly or indirectly controlled or effectively influenced by them. The declared information is entered into the register without delay

 

RELATED PARTY TRANSACTIONS

Metsäliitto Cooperative and its Group companies assess and monitor related party transactions. Related parties are determined in accordance with International Accounting Standards (IAS 24) and they include, among others, all Group companies, members of the Board of Directors and the Executive Management Team, as well as their immediate family members. Any conflicts of interest are taken into account in decision-making, and in accordance with the new Corporate Governance Code 2015, each Group company maintains a list of the members of its related parties.