Main administrative bodies

Metsäliitto Cooperative's administrative bodies are the Representative Council, Supervisory Board, Board of Directors and the CEO. The bodies separately specified below on this page assist the administrative bodies in their decision-making and prepare their decisions. Currently, the CEO of Metsäliitto Cooperative acts as the President and CEO of the Metsä Group.

According to the rules of Metsäliitto Cooperative, the administrative personnel of Metsäliitto Cooperative must not work for companies or other organisations operating either directly or indirectly in the same sector as Metsäliitto Cooperative or its group companies or participate in the administration of such companies or organisations.

Representative council

 

The Representative Council exercises the supreme decision-making power belonging to the members of Metsäliitto Cooperative in the matters specified by law and regulations. The Representative Council substitutes the meeting of the cooperative in Metsäliitto Cooperative. The meeting of the Representative Council processes the matters specified in the Cooperatives Act and the rules of the cooperative, and other matters mentioned in the invitation to the meeting. The main tasks of the Representative Council are to:

  • decide on adopting the financial statements,
  • decide on the distribution of profit to the members,
  • decide on discharging the Supervisory Board, Board or Directors and CEO/President and CEO from liability,
  • elect the members of the Supervisory Board and the auditors and to decide on their fees.

A full member of Metsäliitto Cooperative may be elected to the Representative Council. Persons who are employed by Metsäliitto Cooperative or a Group company and who are members of the Metsäliitto Cooperative Supervisory Board or Board of Directors are not eligible to stand for election to the Representative Council.

The election of the Representative Council is carried out every fourth year by postal vote or a vote over a communications link or with some other technical device. Each member has one vote. The election is carried out by election districts such that as many representatives are selected from each district as the list of voters for the district in question includes Metsäliitto Cooperative members entitled to vote on 1 January of the election year, divided by 2,300 or part thereof. The election districts are confirmed by the Supervisory Board, and they are essentially determined in accordance with Metsäliitto Cooperative's district organisations.

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Representative council's decision-making

​In accordance with the rules, the Representative Council convenes once a year in the spring. The Representative Council, Supervisory Board or the Board Directors may decide to call an extraordinary meeting. An extraordinary meeting shall also be arranged if demanded by at least one tenth of the Representative Council members. Unless otherwise required by the Cooperatives Act for certain matters, the Representative Council is convened by the Supervisory Board no later than 7 days before the meeting with a written invitation to the meeting sent to every member of the Representative Council, which must include the matters to be discussed in the meeting.

Each representative has one vote in the meeting. Amending Metsäliitto Cooperative's rules requires the amendment proposal to be supported by a minimum of two thirds of the members participating in the meeting. In addition to the meeting representatives, the Chairman of the Board of Directors and, as a general rule, the members of the Board of Directors and Supervisory Board, shall be present at meetings of the Representative Council. In addition to these, the auditors shall also be present at the annual meeting.

Supervisory Board

Metsäliitto Cooperative's rules specify that the Supervisory Board is a part of Metsäliitto Cooperative's administrative model. This aims to ensure the realisation of sufficient corporate governance and commitment of the members to the cooperative's decision-making. Strategic and other far-reaching decisions are taken by Metsäliitto Cooperative’s Board of Directors and the operative management takes decisions related to the management of operations.

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Supervisory board's tasks and decision-making

​Metsäliitto Cooperative's rules specify the tasks of the Supervisory Board. The main task of the Supervisory Board is to monitor that Metsäliitto is managed in accordance with the rules and the decisions of the Representative Council and the Supervisory Board. In addition to this, the Supervisory Board:

  • elects and dismisses members of the Metsäliitto Cooperative's Board of Directors and decides on their fees;
  • elects the CEO who also acts as the President and CEO of Metsä Group unless otherwise decided by the Supervisory Board;
  • gives the Board of Directors instructions in far-reaching matters and matters of importance in principle;
  • issues a statement for the Representative Council on the financial statements, including the consolidated financial statements, and the Board of Director’s report.

The Supervisory Board elects a Chairman and Deputy Chairman from among its members for one year at a time and invites a secretary. The Supervisory Board convenes as summoned by the Chairman, as often as necessary or as proposed by the Board of Directors. The Supervisory Board forms a quorum when more than half the members of the Supervisory Board are present. The majority opinion shall be the decision. When the votes are even, the Chairman has the casting vote, and elections are decided by drawing lots.

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Election of Supervisory Board and term of office

The Supervisory Board comprises a minimum of twenty (20) and a maximum of thirty (30) members elected by the Representative Council from among the members of Metsäliitto Cooperative. Metsäliitto Cooperative's personnel may elect a maximum of five (5) members to the Supervisory Board. In addition, the Representative Council may, upon the proposal of the Supervisory Board, elect a maximum of three (3) expert members to the Supervisory Board.

The term of office of a member of the Supervisory Board begins at the closure of the annual meeting that elected him/her and runs until the annual meeting of the Representative Council three (3) years later. The aim of the three-year term of office is to ensure the continuity of decision-making. However, once a member of the Supervisory Board turns 65, his/her term of office terminates at the annual meeting of the Representative Council the following year. Regional equality is considered when electing the members of the Supervisory Board. A member of the Board of Directors may not be a member of the Supervisory Board.

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Nomination Committee of the Supervisory Board

A special nomination committee elected from among the members of the Supervisory Board prepares the election of the members of the Board of Directors in accordance with procedures approved for it. In addition, the nomination committee makes a proposal of the fees paid to the Board of Directors.

The nomination committee comprises six (6) members of the Supervisory Board as well as the Chairman and the Deputy Chairman of the Supervisory Board. The Chairman of the Supervisory Board acts as the chairman of the nomination committee, and the secretary of the Board of Directors acts as the secretary. The committee may invite the Chairman of the Board of Directors to attend their meeting as an expert member.

At the moment, the members of the Supervisory Board are Teuvo Hatva, Ville Hirvonen, Antti Isotalo, Timo Kässi, Timo Nikula and Jukka Vanhatalo. Furthermore, Hannu Järvinen, Chairman of the Supervisory Board, and Deputy Chairman Juha Paajanen are members of the Nomination Committee on the basis of their position.

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Composition and meetings during the previous financial period

​The current composition of the Supervisory Board can be viewed by clicking the adjacent link.

In 2015, there were 34 members in the Supervisory Board, 4 of them personnel representatives elected by different personnel groups. There were no expert members in the Supervisory Board in 2015. The Supervisory Board convened 4 times, and the members’ attendance rate was 97 per cent.

Board of directors

According to the Metsäliitto Cooperative rules and legislation, the task of the Board of Directors is to ensure that Metsäliitto Cooperative's and Metsä Group's operations and administration are appropriately arranged.

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Board of Directors' tasks and decision-making

The tasks of the Board of Directors include:

  • approving the tasks of the CEO/President and CEO and  the conditions of the employment relationship and monitoring that they take care of the cooperative's running administration in accordance with the instructions and orders of the Board of Directors;
  • appointing and dismissing the Directors immediately subordinate to the CEO and, if elected, the President and CEO;
  • deciding on how shares are collected and issues of additional shares and their terms and conditions;
  • approving the strategy and annual budget of the cooperative and the group and supervising compliance with them;
  • signing the financial statements and consolidated financial statements and presenting them to the Supervisory Board for audit;
  • preparing matters to be processed at the meetings of the Supervisory Board;
  • deciding on the salaries and other benefits of the CEO/President and CEO and other senior management upon the Compensation Committee's proposal;
  • deciding on other matters that, taking into account the extent and quality of the operations of the cooperative, are unusual and far-reaching.

The Board of Directors has composed a procedure for its operations that specifies the operating principles followed in the decision-making of the Board of Directors in more detail. The rules of procedure of the Board of Directors are available via the adjacent link.

The Board of Directors elects a chairman from among its members for one year at a time. According to Metsäliitto Cooperative's rules, the President and CEO acts as the deputy chairman. According to the Corporate Governance Code, the CEO should not be elected as the chairman of the Board of Directors. However, the deviation from the recommendation can be justified by Metsäliitto's cooperative administrative model. The Board of Directors convenes as summoned by the chairman as often as necessary. The President and CEO prepares the Board's meetings. The Board of Directors forms a quorum when more than one half of the members of the Board are present. When the votes are equal, the chairman has the casting vote. Minutes shall be kept of the meetings of the Board of Directors.

The Board of Directors regularly appraises its operations and procedures by conducting an annual self-assessment.

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Election of Board of Directors and term of office

The Supervisory Board elects Metsäliitto Cooperative's Board of Directors. Thus, the election of Board of Directors deviates from the recommendation on the election of the Board of Directors. The deviation from the recommendations in terms of competence regulations guarantee the realisation of cooperative corporate governance and the members' extensive participation in Metsäliitto Cooperative's decision-making.

The Board of Directors comprises a minimum of five (5) and a maximum of eight (8) members, plus the CEO of Metsäliitto Cooperative or the President and CEO of Metsä Group. The CEO of Metsäliitto Cooperative is not a member of the Board of Directors if the Supervisory Board has separately appointed a President and CEO.  A Board member's term of office commences at the beginning of the calendar year following the meeting of the Supervisory Board that elected him/her and runs for three (3) years at a time. The term of office of a member of the Board of Directors ends at the end of the calendar year during which he/she turns 65. The term of office of the members of the Board of Directors deviates from the one-year term of office of the Finnish Corporate Governance Code. However, the owners of the cooperative have not considered it necessary to shorten the term of office, as the three-year term has been considered necessary to ensure the continuity of decision-making.

When preparing the nominations of the members of the Board of Directors, the Supervisory Board’s Nomination Committee considers their qualifications, experience and
available time, and ensures that the Board composition includes diverse expertise.

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Board committees

​In order to ensure that the tasks of the Board of Directors are effectively managed, Metsäliitto Cooperative's Board of Directors has an Audit Committee and a Compensation Committee. The Committees do not have authority to make decisions independently; the Board of Directors makes the decisions on matters based on the preparation of the Committees. The Board of Directors elects the members of the Committee from among its members.

Audit Committee

The Audit Committee assists the Board of Directors in performing its monitoring task. In this task, the Committee assesses and supervises matters related to financial reporting, auditing, internal audit and risk management in accordance with a separate procedure approved for it. The Audit Committee comprises a minimum of three (3) members, the majority of whom  are independent of Metsä Group, elected by the Board of Directors from among its members. In addition, the President and CEO attends the meetings of the Audit Committee, except for those times when the Audit Committee wishes to convene without the presence of the acting management. The Audit Committee regularly reports to the Board of Directors on its operations and observations.

Currently, the Chairman of the Audit Committee is Mikael Silvennoinen and the members are Martti Asunta and Arto Hiltunen . 

Compensation Committee

The purpose of the Compensation Committee is to assist the Board of Directors in ensuring that Metsä Group has appropriate and competitive pay systems and successor and development planning in accordance with the procedure approved by the Board of Directors. In its task, the Committee presents, for example, the terms of the employment relationship of the CEO and the President and CEO, the pay systems for top management, and the key principles in the top management's contracts to the Board of Directors for their decision. In addition, the Compensation Committee presents the annual targets for the top management to the Board of Directors and monitors their realisation. Furthermore, the committee reviews the matters related to the compensation systems of the top management and proposes them to the Board of Directors for their decision.

The Compensation Committee comprises three (3) members elected annually by the Board of Directors from among its members. The majority of the members of the Compensation Committee must be independent of Metsä Group, and a member of Metsä Group's acting management may not be a member of the Committee. The Compensation Committee shall regularly report to the Board of Directors on its operations.

Currently, the Chairman of the Compensation Committee is Arto Hiltunen and the members are Martti Asunta and Antti Tukeva.

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Composition and meetings of Board of Directors

​The current composition of the Board of Directors

The Board of Directors comprises of the following members:  Martti Asunta (Chairman of the Board), Kari Jordan (Vice Chairman of the Board), Mikael Aminoff, Arto Hiltunen, Leena Mörttinen, Juha Parpala, Timo Saukkonen, Mikael Silvennoinen and Antti Tukeva. Further information on current Board members is available by clicking the adjacent link.

All Board members apart from the President and CEO are independent of Metsä Group. Both genders are represented in the Board of Directors.

Composition and meetings during 2015

In 2015, the position of the Chairman of the Board of Directors was held by Martti Asunta and that of the Vice Chairman by Kari Jordan, and the members were Mikael Aminoff, Arto Hiltunen, Saini Jääskeläinen, Juha Parpala, Timo Saukkonen, Mikael Silvennoinen and Antti Tukeva. Board members Asunta, Jordan, Aminoff, Hiltunen, Jääskeläinen, Parpala, Saukkonen and Tukeva attended all meetings. Mikael Silvennoinen attended 13 meetings. The members’ attendance rate was 99 per cent.

In 2015, the Audit Committee comprised Mikael Silvennoinen,
Arto Hiltunen and Martti Asunta. The Audit Committee convened 4 times. Committee members Asunta and Hiltunen attended all meetings. Silvennoinen attended three meetings. The attendance rate of the Audit Committee members was 92 per cent in 2015.

In 2015, the Compensation Committee comprised Martti Asunta, Arto Hiltunen and Antti Tukeva. The Compensation Committee convened 6 times, and the members’ attendance
rate was 100 per cent.
 

President and CEO

Metsäliitto Cooperative has a CEO who also acts as the President and CEO of Metsä Group unless otherwise decided by the Supervisory Board. The President and CEO manages the operations of the entire Metsä Group. Currently, the President and CEO of Metsä Group, Kari Jordan, also acts as the CEO of Metsäliitto Cooperative. The CV of Kari Jordan and his holdings in Metsä Group can be viewed by clicking the adjacent link.

The President and CEO's duty is to manage the operational actions of Metsä Group in accordance with the law, regulations, decisions and instructions from the administrative bodies. According to the regulations, the President and CEO is in charge of arranging the running administration of the cooperative and supervises financial administration.

The President and CEO is elected by the Supervisory Board, and the Board of Directors approves the contract of the President and CEO. The deviation from the Finnish Corporate Governance Code in the election of the President and CEO can be justified by Metsäliitto Cooperative's cooperative administrative model.

Executive management team

Metsä Group has an Executive Management Team with Metsä Group's President and CEO as its chairman. The Executive Management Team assists the President and CEO in the planning and operational management of business operations and prepares proposals to the Board of Directors, such as business strategies, budgets and significant investments. The Executive Management Team has no authority based on laws or rules. The Executive Management Team comprises Metsä Group’s President and CEO, the CEOs of the subsidiaries, the directors of the Metsä Wood and Metsä Forest business areas, as well as the Group’s CFO and Strategy Officer. The Executive Management Team primarily convenes twice a month as summoned by its chairman and whenever necessary.

The current Executive Management Team comprises Kari Jordan (President and CEO), Hannu Anttila (Executive Vice President, Strategy), Petri Helsky (CEO of Metsä Tissue Corporation), Ilkka Hämälä (CEO of Metsä Fibre Oy), Mika Joukio (CEO of Metsä Board Corporation), Esa Kaikkonen (Executive Vice President, Metsä Wood), Juha Mäntylä (Executive Vice President, Metsä Forest) and Vesa-Pekka Takala (CFO). CVs of the members of the Executive Management and their holdings in Metsä Group can be viewed by clicking the adjacent link.

                                  

District committees

In accordance with Metsä Group's rules, there is a District Committee in each supply district. The District Committee comprises the members of the Representative Council, Supervisory Board and Board of Directors elected from the District's area. It also includes candidates not elected in the election of the Representative Council, twice the number of the representatives elected from the District's area, with a minimum of five (5), in the order of the personal number of votes. The guidelines approved by the Supervisory Board specify the tasks of the District Committee. According to the guidelines, the main task of the District Committee is to promote communication and interaction between the members and the Metsäliitto Cooperative supply district in question with its operation.