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.
The Audit Committee assists the Board of Directors in performing its supervision task. In this task, the committee assesses and supervises matters related to financial reporting, auditing, internal audit and risk management in accordance with procedures approved for it. The Audit Committee comprises a minimum of three members, most of whom are independent of the company, elected annually by the Board of Directors from among its members. In addition, the chair of the Supervisory Board has the right to attend the Audit Committee’s meetings. The President and CEO also 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.
In 2022, the Chair of the Board of Directors was Jussi Linnaranta, the Deputy Chair was Timo Saukkonen, and the members were Taavi Heikkilä, Mikko Mäkimattila, Juha Parpala, Nina Pärssinen, Ilkka Salonen and Jussi Vanhanen. The Audit Committee convened four times. The attendance rate of the members of the Audit Committee was 94%.
The purpose of the HR 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 matters such as the terms of the employment relationship of the Managing Director and the President and CEO, pay systems for the senior management, and key principles in the senior management’s contracts to the Board of Directors for decision. In addition, the HR Committee presents the annual targets for the senior management to the Board of Directors for approval and monitors their realisation. Furthermore, the committee processes matters related to the compensation systems of the senior management and presents them for the Board of Directors to decide on.
The Board of Directors annually elects three members to the HR Committee from among its members. The majority of the members of the HR Committee must be independent of Metsä Group. In addition, the President and CEO attends the meetings of the HR Committee, except for times when the committee wishes to convene without the presence of the executive management. The HR Committee regularly reports to the Board of Directors on its operations.
In 2022, the Chair of the HR Committee wasTaavi Heikkilä, and the members were Jussi Linnaranta, Nina Pärssinen and Timo Saukkonen. Heikkilä will continue as the Chair of the committee in 2023. Linnaranta and Pärssinen will continue as members of the HR Committee in 2023. Eija Pitkänen was elected as a new member of the committee. The HR Committee convened six times, and the members’ attendance rate was 100%.