
SUSTAINABILITY
BUSINESS OPERATIONS
AND VALUE CREATION
FINANCIAL
DEVELOPMENT GOVERNANCE
• Mr Hannu Anttila, born 1955, independent
of the Company and of its significant share-
holders, M.Sc. (Econ.), member since 2018,
143,942 B shares
• Ms Raija-Leena Hankonen-Nybom, born
1960, independent of the company’s
significant shareholder. Not independent of
the company. M.Sc. (Econ.), APA-degree,
member since 2021, 4,446 B shares
• Ms Erja Hyrsky, born 1979, independent of
the Company and of its significant sharehold-
ers, M.Sc. (Econ.) member since 2021, 5,823
B shares
• Mr Ilkka Hämälä, born 1961, Chair, M.Sc.
(Eng.), member since 2018, 213,381 B shares
• Ms Kirsi Komi, born 1963, independent of the
Company and of its significant shareholders,
L.L.M., member since 2010, 81,610 B shares
• Mr Jussi Linnaranta, born 1972, independent
of the Company, M.Sc. (Agr.), member since
2017, 25,192 B shares
• Mr Jukka Moisio, born 1961, independent of
the Company and of its significant sharehold-
ers, M.Sc. (Econ.), MBA, member since 2020,
8,598 B-shares
• Mr Timo Saukkonen, born 1963, independent
of the Company, M.Sc. (For.), member since
2020, 13,198 B shares
• Mr Veli Sundbäck, born 1946, independent
of the Company and of its significant
shareholders, L.L.M., member since 2013,
71,275 B shares
These ownerships include shares possibly
owned by controlled entities as at 31 December
2021.
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 Chair Hämälä is
dependent on both the Company and its major-
ity shareholder Metsäliitto Cooperative. Jussi
Linnaranta and Timo Saukkonen are members
of the Board of Metsäliitto Cooperative and
consequently dependent on a significant
shareholder. Raija-Leena Hankonen-Nybom is
the Company’s previous auditor in charge and
is consequently considered dependent on the
Company until the Annual General Meeting
of 2022. Kirsi Komi has served on the Board
for more than 10 consecutive years but is
considered independent of the Company and its
significant shareholders, based on the Board’s
general evaluation.
The Board’s Nomination and Compensation
committee proposes to the Annual General
Meeting convened for March 23, 2022 that
current Board members Anttila, Hankonen-Ny-
bom, Hyrsky, Hämälä, Linnaranta, Moisio,
Saukkonen and Sundbäck be re-elected for a
new term and further that M.S.S.(Econ) Mari
Kiviniemi be elected as a new member. Further
information on existing and proposed Board
members is available on the Company’s website
at (www.metsaboard.com/Investors/Corporate
Governance).
Board committees
Board committees provide assistance to the
Board of Directors, preparing matters for which
the Board is responsible. The Board of Directors
appoints an Audit Committee and a Nomination
and Compensation 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
of Directors and its committees can also seek
assistance from 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
Compensation 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,
annual financial statements and other financial
information made public by the Company are
correct, balanced, transparent and clear. On a
regular basis, the Audit Committee 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 eciency and scope
of internal auditing, the company’s risk manage-
ment, key risk areas and compliance with appli-
cable laws and regulations. The committee 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 auditing.
The Audit Committee consists of four Board
members. Since the Annual General Meeting of
2021, Raija-Leena Hankonen-Nybom has been
Chair of the Audit Committee with Hannu Ant-
tila, Kirsi Komi and Jukka Moisio as members. All
members apart from the Chair are independent
of the Company and its significant shareholders.
The committee members must have adequate
expertise in accounting and financial statement
policies. The Audit Committee convenes on a
regular basis, at least four times a year, including
meeting with the Company’s auditor. The com-
mittee chair provides the Board with a report on
each meeting of the Audit Committee. The tasks
and responsibility areas have been specified
in the committee’s working order which the
Board has approved (www.metsaboard.com/
Investors/Corporate Governance).
When necessary, the following persons
are also represented in the Audit Committee
meetings as summoned by the Committee:
the auditor, Chief Executive Ocer and Chief
Financial Ocer as well as other management
representatives and external advisors.
The Audit Committee convened four times
during 2021 and all members participated in all
meetings (the attendance rate was 95% in 2020
and 100% in 2019).
Nomination and Compensation
Committee
The task of the Nomination and Compensation
Committee is to assist the Board of Directors
in matters related to the appointment and
compensation of the Company’s CEO, a possible
Deputy CEO and the senior management and
prepare matters related to the reward schemes
for management and employees. In addition,
the Committee prepares for the Annual General
Meeting a proposal on the number of Board
members, Board composition and Board mem-
ber compensation. The Committee also recom-
mends, prepares and proposes to the Board the
CEO’s (and a Deputy CEO’s) nomination, salary
and compensation, and further evaluates and
provides the Board and the CEO with recom-
mendations concerning management rewards
and compensation systems.
The Committee consists of five Board
members. It convenes on a regular basis at
least four times a year. The Committee chair
presents the proposals issued by the Committee
to the Board. The tasks and responsibilities of
the Nomination and Compensation committee
have been specified in the committee’s
working order, which the Board approves (www.
metsaboard.com/Investor Relations/Corporate
Governance).
Since the Annual General Meeting of 2021,
Ilkka Hämälä has been Chair of the Nomination
and Compensation Committee with Erja Hyrsky,
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