
CORPORATE GOVERNANCE STATEMENT
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METSÄ BOARD ANNUAL AND SUSTAINABILITY REPORT 2022
Composition, diversity
and independence of the
Board of Directors
The composition and number of members of the
Board of Directors must facilitate the effective
fulfilment of the Board’s tasks. The composition
of the Board of Directors takes into account
the Company’s development stage, ownership
structure, the special requirements of the indus-
try and the needs of the Company’s operations.
The goal is to set up a diverse Board, while also
ensuring that each Board member has the
necessary qualifications and time to perform the
duties assigned to them. The Board of Directors
has both women and men as members.
The Board of Directors has adopted diversity
principles, which are available on the Company’s
website (https://www.metsagroup.com/
globalassets/metsa-board/documents/
investors/corporate-governance/en/general/
metsa-board-board-diversity-principles.
pdf). The Board recognises the benefits that a
diverse and broad Board composition can offer
the Company and its shareholders. Diversity
supports the Board’s open work atmosphere,
independent role and decision making. One of
the Board’s key tasks is to support and challenge
the operative management from various per-
spectives proactively and consistently. For the
Board and its committees to successfully handle
their duties, they require a diverse composition
and varied competence and experience. Atten-
tion must also be paid to the personal qualities
of individual members. Diversity must also
support the Company’s development stages and
correspond to the future development needs of
the Company and its business.
In addition to industry knowledge, Metsä
Board has determined experience from different
fields of business and the international business
scene are to be key factors in terms of the Board
of Directors’ diversity. In addition, varying edu-
cational backgrounds, management experience
from different business sectors and a varying
age and gender structure have been identified as
factors promoting diversity. Metsä Board’s goal
is to have both women and men on the Board.
The Board evaluates the achievement of diver-
sity targets as part of its own and its Nomination
and HR Committee’s normal operations.
According to the Articles of Association,
a minimum of five and a maximum of ten
ordinary members are appointed to the Board
of Directors by the shareholders at 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 members.
The Board appoints a Chair and a Deputy
Chair from among its members. The 2022
Annual General Meeting appointed the following
persons as members of the Board of Directors:
• Hannu Anttila, born in 1955, independent
of the Company and of its significant share-
holders, M.Sc. (Econ.), member since 2018,
147,575 B shares
• Raija-Leena Hankonen-Nybom, born in
1960, independent of the Company and of its
significant shareholders, M.Sc. (Econ.), APA,
member since 2021, 6,956 B shares
• Erja Hyrsky, born in 1979, independent of the
Company and of its significant shareholders,
M.Sc. (Econ.), MBA, member since 2021,
9,456 B shares
• Ilkka Hämälä, born in 1961, not independent
of the company or its significant shareholder,
Chair, M.Sc. (Eng.), member since 2018,
287,349 B shares
• Mari Kiviniemi, born in 1968, independent of
the Company and of its significant sharehold-
ers, M.Soc.Sc. (Econ.), member since 2022,
3,633 B shares
• Jussi Linnaranta, born in 1972, independent
of the Company, M.Sc. (Agr.), member since
2017, 29,801 B shares
• Jukka Moisio, born in 1961, independent of
the Company and of its significant sharehold-
ers, M.Sc. (Econ.), MBA, member since 2020,
12,231 B shares
• Timo Saukkonen, born in 1963, independent
of the Company, M.Sc. (For.), member since
2020, 16,831 B shares
• Veli Sundbäck, born in 1946, independent
of the Company and of its significant share-
holders, L.L.M., member since 2013, 74,908
B shares
These ownerships include shares possibly
owned by controlled entities on 31 December
2022.
A majority of the members of the Board of
Directors are independent of both the Company
and its significant shareholders. As President
and CEO of Metsä Group, Ilkka Hämälä, the
Chair of the Board, is dependent of both
the Company and its majority shareholder,
Metsäliitto Cooperative. Jussi Linnaranta and
Timo Saukkonen are members of the Board
of Metsäliitto Cooperative and consequently
dependent on a significant shareholder. Further
information about the Board members is
available on the Company’s website at https://
www.metsagroup.com/metsaboard/investors/
corporate-governance/board-of-directors/.
Board Committees
If required, the Board can decide to establish
committees to provide assistance to and pre-
pare matters for which the Board is responsible.
The Board has appointed an Audit Committee
and a Nomination and HR Committee from
among its members. Every year after the
Annual General Meeting, the Board of Directors
appoints each committee’s chair and members.
The Board and its committees can also consult
external advisors.
Final decisions concerning matters related
to the tasks of the committees are made by the
Board of Directors on the basis of committee
proposals, excluding proposals on Board
composition and compensation made directly to
the General Meeting by the Nomination and HR
Committee.
Audit Committee
The Audit Committee is responsible for assisting
the Board of Directors in ensuring that the Com-
pany’s financial reporting, calculation methods,
financial statements and other financial informa-
tion and non-financial information published by
the Company are correct, balanced, transparent
and clear. The Audit Committee regularly
reviews the internal control and management
systems and monitors the progress of financial
risk reporting and the auditing of the accounts.
The Audit Committee assesses the efficiency
and scope of internal auditing, the Company’s
risk management, key risk areas and compliance
with applicable laws and regulations. It assesses
the independence of the auditor and audit firm
and gives a recommendation to the Board
concerning the appointment of auditors to the
Company. The Audit Committee also processes
the annual plan for internal auditing and the
reports prepared on significant audits.
The Audit Committee consists of four Board
members. Since the 2022 Annual General
Meeting, Raija-Leena Hankonen-Nybom has
been Chair of the Audit Committee with Hannu
Anttila, Mari Kiviniemi and Jukka Moisio as
members. All the members are independent of
the Company and its significant shareholders.
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