The Board of Directors is responsible for the Company’s administration and arranging the Company’s operations properly according to applicable laws, the Articles of Association and good corporate governance. The general authority of the Board covers matters that are far-reaching, strategically significant or unusual and which therefore do not belong to the Company’s day to-day business operations. The Board supervises Metsä Board’s operations and management and decides on strategy, major investments, the Company’s organisation structure and significant financing matters. The Board supervises the proper arrangement of the Company’s operations, and ensures that accounting and asset management control, financial reporting and risk management have been organised in an appropriate manner.
For its operation, the Board has a written working order. In accordance with the working order, the Board’s tasks include:
- appointing and discharging the CEO and ensuring that the CEO takes care of the Company’s day-to-day administration in accordance with the regulations and guidelines given by the Board;
- establishing necessary committees, appointing their members and approving their working orders;
- addressing and approving the long range plan and corporate strategy;
- accepting the annual operational plan and budget;
- monitoring how the Company’s accounting, asset management, risk control and financial reporting are arranged;
- deciding on significant investments, business acquisitions, divestments and closures of operations;
- deciding on considerable investments and financing arrangements;
deciding on the transfer and pledging of the Company’s significant real property;
- deciding on management authorizations and granting rights to represent the Company;
- monitoring that the Company’s Articles of Association are complied with;
- convening the General Meeting and monitoring that the decisions taken by the General Meeting are implemented;
signing and presenting the financial statements to the Annual General Meeting for approval, and preparing a proposal for the use of profits;
- approving key policies and guidelines, including the insider guidelines;
- publishing the financial statements bulleting as well as interim and half-year financial reports;
- approving and publishing or authorizing the CEO to publish all inside information likely to have a significant effect on the value of the Company’s shares, or which otherwise have to be made public according to the Finnish Securities Markets Act or the Rules of the Helsinki Stock Exchange.
The working order of the Board of Directors is presented in full on the Company’s website. The Board can delegate matters in its general
authority to the CEO and correspondingly take charge of decision-making in a task that belongs to the CEO’s general authority.
On an annual basis, the Board assesses its own operation and the Company’s governance and decides on any necessary changes. The Board convenes on a regular basis. In the financial year 2022, the Board held a total of 13 meetings. The attendance rate of the members was 97% (the attendance rate was 99% in 2021 and 100% in 2020 ).
Composition and Independence of the Board of Directors
The composition and number of members of the Board of Directors must facilitate effective fulfilment of the Board’s tasks. The composition of the Board of Directors takes into account the development phase of the Company, the special requirements of the industry and the needs of the Company’s operations. Both sexes are represented in the Board of Directors. A member of the Board must possess the competence required by the task and the opportunity to allocate sufficient time for the task.
According to the Articles of Association, a minimum of five and a maximum of ten regular members shall be appointed to the Board of Directors by the shareholders in the Annual General Meeting for a one-year period at a time. The number of consecutive terms is not limited. At present, the Board has nine regular members. The Board appoints a Chairperson and a Vice Chairperson among its members. The Annual General Meeting of 2022 appointed the following persons as members of the Board of Directors:
Ilkka Hämälä, born 1961, Chairperson, M.Sc. (Eng.)
Hannu Anttila, born 1955, independent member, M. Sc. (Econ.)
Raija-Leena Hankonen-Nybom, born 1960, independent member, M.Sc. (Econ.)
Erja Hyrsky, born 1979, independent member, M.Sc. (Econ.)
Mari Kiviniemi, born 1968, independent member, M.Soc.Sc. (Econ.).
Jussi Linnaranta, born 1972, M.Sc (Agriculture and Forestry), Agronomist
Jukka Moisio, born 1961, independent member, M.Sc. Economics, MBA
Mikko Mäkimattila, born 1971, M.Sc (Agriculture and Forestry), Agronomist
Juha Vanhainen, born 1961, independent member, M.Sc. (Process Technology).
A majority of the members of the Board of Directors are independent of both the Company and its significant shareholders.
To assess the independence and impartiality of the members of the Board of Directors, the members shall notify the company of circumstances that may have an impact on the member’s ability to act without conflict of interest. In situations where the Board of Directors processes a business or other contractual relationship or connection with Metsäliitto Cooperative or its other subsidiary, the Board of Directors acts, if necessary, without those of its members who are dependent on Metsäliitto Cooperative.
