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. The Board of Directors comprises a minimum of five and a maximum of eight members elected by the Supervisory Board.
CV's of the members of the Board of Directors and their holdings in Metsä Group can be viewed by clicking the adjacent link.
b. 1972
M.Sc (Agriculture and Forestry)
Agronomist
Member of the Board since 2017, Chairman of the Board since 2020
Forest and Agricultural entrepreneur (2001–)
Thermal entrepreneur (2003–)
Ministry of Agriculture and Forestry, Information and Research Centre, various positions (1997–2007)
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–)
Metsä Board Corporation, Member of the Board (2017–), Vice 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, 2014–2016)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2021: EUR 131 556
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2021: 25 192 (B-shares)
s. 1962
M.Sc. (Econ)
Vuorineuvos (Finnish honorary title)
Member of the Board since 2021
Boardman, partner (2020-)
Aalto University School of Business, Executive in Residence (2021–)
Trailmaker Oy, Senior Advisor (2021–)
Evolv Oy, Advisor (2020–)
SOK Corporation, CEO and Chairman of the Board (2014–2020)
Osuuskauppa Hämeenmaa, CEO, Chairman of the Board (2004–2013)
SOK Corporation, Director of Development, Member of the Management of SOK (2000–2004)
Intrade Partners Oy, CEO (1997–2000)
SOK Corporation, CFO (1994-1997)
SOK Corporation, various tasks (1987–1994)
SOK Board of Directors, Chairman (2014–2020), Member (2007–2011), Vice Chairman (2008 – 2011)
SOK Liiketoiminta Oy, Chairman of the Board (2014–2020)
Sokotel Oy, Chairman of the Board (2014–2020)
Finnish Commerce Federation, Member of the Board and Board's Working committee (2014-2020), Chairman of the Board ja Board's Working committee (2016–2017)
Conferederation of Finnish Industries, Member of the Board and Executive committee (2015-2019), Vice Chairman of the Board (2015)
Finnish Chambers of Commerce, Member of the Board (2015–2019)
ICC Finland, Member of the Board (2015–2019)
Pellervo Coop Center, Member of the Board (2017–2021)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2021: 0
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2021: 0
s. 1971
M.Sc (Agriculture and Forestry)
Agronomist
Member of the Board since 2020
Forestry and agriculture entrepreneur (1994–)
RockRobot Oy, CEO (2021-)
Dometal Oy, CEO, partner (2011–2021)
Multiva Magyarország Kft., CEO of the Hungarian subsidiary (2013–)
Potila Tuotanto Oy, CEO (2017–2020)
Farmit Website Oy, CEO (2005–2010)
Lännen Tehtaat Oyj, Development manager (2003–2005)
Suomen Gallup Elintarviketieto Oy, Research manager (2001–2003)
Pellervon taloudellinen tutkimuslaitos, Researcher (1998–2001)
LähiTapiola Loimi-Häme Regional Mutual Insurance Company, Member of the Board (2008–)
LocalTapiola General Mutual Insurance Company, Member of the Supervisory (2014–)
Dometal Oy, Member of the Board (2012–2021)
Potila Tuotanto Oy, Member of the Board (2013–2020)
Lähivakuutus Cooperative, Member of the Supervisory Board (2011–2014)
Forestry Management Association Loimijoki, Member of the Delegation (2005–2019)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2021: EUR 78 254
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2021: 0
b. 1967
Agrologist
Member of the Board since 2009
Farmer (1994–)
Metsäliitto Cooperative, District Committee (1997–), Member of the Supervisory Board (2001–2008)
Pellervo Coop Center, Member of the Delegation (2018–)
Simon Turvejaloste Oy, Member of the Board (2011–)
Vapo Oy, Member of the Supervisory Board (2009)
Osuuskunta Pohjolan Maito, Member of the Board (2006–2007)
Parish of Simo, Member of the Church Council (2015–2021)
Municipality of Simo, positions of trust
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2021: EUR 40 902
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2021: 1 087 (B-share)
b. 1961
LL.M
Member of the Board since 2021
City of Alajärvi, Administrative Director (2019–)
Finnish Forest Industries, Labor Market Director (2015–2019)
Finnish Education Employers, CEO (2004–2014)
Service Sector Employers Palta, Ombudsman (2001–2004)
Työsuhdejuristit ry, Legal Counsel (1997–2001)
Attorneys Rödl & Partner Oy, Partner, Attorney (1996–1997)
Attorneys Delex Oy / Attorneys Viljamaa & Pärssinen Oy (1990–1996)
Vs. Lahden kaupunginviskaali (1990)
TT Botnia Oy, Member of the Board (2019–)
Labour Court of Finland, Part-time member (2010–2018)
Education Fund, Deputy Member of the Supervisory Board (2006–2018)
The Insurance Court, Debuty Member (2002–2014)
YT-lakikomitea, Member of the Committee (2005–2006)
Tasa-arvolain kehittämistoimikunta, Member of the Committee (2001 – 2002)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2021 : EUR 670
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2021: 0
b. 1965
M.Sc (Econ)
Member of the Board since 2018
YIT Corporation, Chief Financial Officer, Deputy to the President and CEO (2018–2021)
Lemminkäinen Corporation, Chief Financial Officer (2014–2018)
Forest BtL Oy, Director and Advisor to the Board of Directors (2013–2014)
Neste Oil Corporation, Chief Financial Officer (2009–2012)
Pohjola Bank plc, Chief Financial Officer (2006–2008)
Pohjola Group Ltd, Chief Financial Officer (2003–2005)
Comptel Corporation, various management positions (2000–2003)
Svenska Handelsbanken AB (publ), Branch Operation in Finland, Analyst (1997–2000)
Postipankki Ltd, Analyst (1994–1997)
Parmaco Oy, Member of the Board (2013–2018)
Governia Oy, Member of the Board (2014–2018)
Betolar Oyj, Member of the Board (2022–)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2021: EUR 109 405
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2021: 0
b. 1963
M.Sc (Agriculture and Forestry)
Forester
Member of the Board since 2007, Vice Chairman of the Board since 2020
Farmer (1992–)
Metsäliitto Cooperative, various positions of trust (1995–)
Metsä Board Oyj, Member of the Board (2020–)
Simpele Cooperative Bank, Member of the Supervisory Board (2000–2017), Chairman of the Supervisory Board (2011–2017), Chairman of the Board (2018–2020)
OP Cooperative, Member of the Supervisory Board (2019-)
Etelä-Karjalan Osuuspankki, Member of the Board (2020–)
Cooperative Council of Finland, member (2018–2020)
Pellervo Coop Center, Member of the Delegation (2008–2017), Member of the Board (2018–2020)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 31 December 2021: EUR 149 453
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2021: 13 198 (B-share)
b. 1971
MBA, LL.M.
Member of the Board since 2022
Vexve Armatury Group Oy, CEO, co-investor (2019–)
Vexve Oy, CEO, co-investor (2017–)
Mondi Group Plc, CEO, Fibre Packaging (2014–2017)
The Boston Consulting Group (BCG), Senior Advisor (2013–2014)
UPM-Kymmene Corporation, various management positions (1999–2013)
Logistikas Oy, Chairman of the Board (2021–)
Peikko Group Oyj, Member of the Board (2011–2013), Chairman (2014–2020)
WWF, Finland, Member of the Supervisory Board (2010–2016)
Participation (own, under common ownership and by controlled corporations) in Metsäliitto Cooperative on 1 January 2022: EUR 713
Shares (own and by controlled corporations) in Metsä Board Corporation on 31 December 2021: 0
In 2021, the Chair of the Board of Directors was Jussi Linnaranta, the Deputy Chair was Timo Saukkonen and the members were Taavi Heikkilä, Arto Hiltunen, Mikko Mäkimattila, Juha Parpala, Nina Pärssinen as of 24 March 2021 and Ilkka Salonen. The Board of Directors convened 18 times in 2021. Of the members of the Board, Linnaranta, Heikkilä, Mäkimattila, Parpala, Salonen and Saukkonen attended all the meetings. Hiltunen attended 17 meetings. Pärssinen started as a Board member on 24 March 2021 and attended 12 meetings. The Board members’ attendance rate was 99%.
The tasks of the Board of Directors include:
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 Chair and a possible Deputy Chair from among its members for one (1) year at a time. The Chair 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 Chair 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 Chair 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.
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.
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 2021, the Chair of the Audit Committee was Ilkka Salonen. The other members of the committee in 2021 were Jussi Linnaranta and Mikko Mäkimattila. Salonen, Linnaranta and Mäkimattila will continue as members of the Audit Committee in 2022, and Jussi Vanhanen will join the committee as a new member. In 2021 The Audit Committee convened four times. The members' attendance rate was 100%.
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 2021, the Chair of the HR Committee was Arto Hiltunen and the members were Jussi Linnaranta and Timo Saukkonen. Linnaranta and Saukkonen will continue as members of the HR Committee in 2022. Taavi Heikkilä was elected as the new Chair of the Committee and Nina Pärssinen as a new member. In 2021 The Compensation Committee convened five times, and the members' attendance rate was 100%.
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.
Metsä Forest
Metsä Wood
Metsä Fibre
Metsä Board
Metsä Tissue