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 member of the Representative Council 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 members of the Representative Council, the President and CEO of the Metsä Group, the Chairman of the Board of Directors and, as a general rule, the members of the Board of Directors and Supervisory Board are present at meetings of the Representative Council. In addition to these, the auditors are also present at the annual meeting

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;
• 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.

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. 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.

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 Nomination Committee are Mats Bradt,  Teuvo Hatva, Ville Hirvonen, Antti Isotalo, Timo Nikula and Jukka Vanhatalo. Furthermore, Juha Paajanen, Chairman of the Supervisory Board, and Deputy Chairman Ahti Siponen are members of the Nomination Committee on the basis of their position.

Composition and meetings during the previous financial period

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

In 2018, there were 34 members on the Supervisory Board, four (4) of them being personnel representatives elected by different personnel groups of Metsäliitto Cooperative. There were no expert members on the Supervisory Board in 2018. The Supervisory Board convened four (4) times, and the members’ attendance rate was 96%.

Board of Directors' tasks and decision-making

The tasks of the Board of Directors include:

• elects the CEO who also acts as the President and CEO of Metsä Group unless otherwise decided by the Board of Directors;
• 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 and  a possible Deouty Chairman from among its members for one (1) year at a time. The Chairman of the Supervisory Board has the right to participate in the meetings of the Board of Directors. 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.

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.  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 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.

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. The Chairman of the Supervisory Board has the right to participate
in the meetings of the Board of Directors. Furthermore, the President and CEO attends the meetings of the Audit Committee, except for the times when the Audit Committee wishes to convene without the presence of the executive management.The Audit Committee regularly reports to the Board of Directors on its operations and observations.

Currently, the Chairman of the Audit Committee is Ilkka Salonen 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 Timo Saukkonen.

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), Jussi Linnaranta (Deputy Chairman of the Board), Johan Björkenheim, Arto Hiltunen, Leena Mörttinen, Juha Parpala, Ilkka Salonen and Timo Saukkonen. Further information on current Board members is available by clicking the adjacent link.

Composition and meetings during 2018

In 2018, the position of the Chairman of the Board of Directors was held by Martti Asunta. Kari Jordan acted as Deputy Chairman until 31 March  2018.  The other members were Johan Björkenheim, Arto Hiltunen, Jussi Linnaranta, Leena Mörttinen, Juha Parpala, Ilkka Salonen (as of 3 May 2018), Timo Saukkonen, Mikael Silvennoinen (until 3 May 2018).  The Board of Directors convened 14 times in 2018. Of the Board members, Asunta, Björkenheim, Hiltunen, Linnaranta, Mörttinen, Parpala and Saukkonen were present at all meetings. Salonen (member as of 3 May 2018) attended six meetings, Silvennoinen (member until 3 May 2018) attended five meetings and Jordan (Deputy Chairman until 31 March
2018) attended four meetings. The members’ attendance rate was 97%.

In 2018, the Audit Committee’s Chairman was Mikael Silvennoinen until 3 May 2018, and Ilkka Salonen as of 3 May 2018. The Committee’s other members in 2018 were Martti Asunta and Arto Hiltunen.  The Audit Committee convened four (4) times. The members’ attendance rate was 100%.

In 2018, the Chairman of the Compensation Committee was Arto Hiltunen and its members were Martti Asunta and Timo Saukkonen. The Compensation Committee convened seven (7) times, and the members’ attendance rate was 100%.

Independence of Board Members and diversity of the Board of Directors

​According to the overall evaluation by the Board of Directors, all current members of the Board are independent of Metsäliitto Cooperative. Metsäliitto Cooperative does not have such significant owner-members as referred to in the Corporate Governance Code of whom the members of the Board of Directors would not be independent.

In December 2016, the Board of Directors of Metsäliitto Cooperative approved the principles concerning the diversity of the Board of Directors. According to the principles,
the successful management of the tasks of the Board of Directors and its Committees requires a diverse composition, diverse competence and experience, as well as consideration
of the personal qualities of individual members. Metsäliitto Cooperative has identified, in addition to a knowledge of the forest economy and industry sector, experience in demanding management tasks and an international operating environment as essential in terms of the Board of Director’s diversity. Other factors identified as promoting diversity include Board members’ mutually complementary educational backgrounds, management experience in various segments of
business operations, and a diverse age and gender range. It is Metsäliitto Cooperative’s goal that both genders are represented on the Board of Directors. The Supervisory Board’s Nomination Committee observes these principles when preparing proposals on the composition of the Board of Directors presented to the Supervisory Board.

The Board of Directors is composed of eight members, most of whom have an academic degree. The members of the Board of Directors have significant experience in demanding administrative and management duties from a number of sectors, and of international business operations. Several Board members are distinguished members of society. Both genders are represented on the Board of Directors. The composition of the Board of Directors meets the principles of diversity, and the Supervisory Board’s Nomination Committee will continue to account for the principles and objectives of diversity when preparing proposals on the composition of the Board of Directors in the future.