
CORPORATE GOVERNANCE STATEMENT
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METSÄ BOARD ANNUAL REVIEW 2023
month at the invitation of the CEO, and whenever
necessary.
The members of the Corporate Management
Team have written employment or service
contracts. With the exception of the CEO, they
have no pension arrangements other than the
statutory pension scheme. The period of notice
for members of the Executive Board is six
months on either side.
■ Internal control, internal audit
and risk management
Effective business requires that operations are
monitored continuously and effectively. Metsä
Board’s internal management and control
procedure is based on the Companies Act,
other laws and regulations applicable to listed
companies, the Articles of Association, the rules
and recommendations of the Helsinki Stock
Exchange, the recommendations of the Good
Corporate Governance Code and the Company’s
own approved policies and principles. The
effectiveness of internal control is assessed by
the Company’s Internal Audit function. Internal
control is implemented throughout the organi-
sation. Internal control methods include internal
guidelines and reporting systems that support
controls. External control is the responsibility
of Metsä Board’s auditor and the authorities.
Metsä Board’s internal control, risk manage-
ment and internal audit principles, operational
objectives, and responsibilities are described
below. Internal control and risk management
for sustainability reporting is described in the
Sustainability Report included in the Company’s
Annual Review in the Risk management and
internal control for sustainability reporting
section.
Internal control
At Metsä Board, internal control includes finan-
cial reporting, sustainability reporting and other
operational controls. Internal control is carried
out by the Board of Directors and the acting
management, as well as the entire staff. Internal
control aims to ensure the achievement of the
Company’s goals and objectives, the economi-
cal, appropriate and efficient use of resources,
the reliability and accuracy of financial and other
management information and sustainability
data, compliance with external regulations and
internal procedures, adequate safeguarding of
operations, data and assets, and adequate and
properly organised manual and IT systems to
support operations.
Internal control is divided into (i) preventive
control such as establishing the Company’s
values, general operating and business princi-
ples, (ii) day-to-day control such as directing
and monitoring activities, including operating
systems and work instructions, and (iii) ex-post
control such as management assessments and
reviews, and comparisons and verifications to
ensure the achievement of objectives and to
monitor compliance with agreed operating and
control principles. The Company’s corporate
culture, management style and approach to
control together form the basis of the overall
internal control framework.
Monitoring of the financial reporting
process, credit control and
authorisation rights
The financial organisations of the different
functions and central administration are respon-
sible for financial reporting. The units report
their financial figures each month. The units’
controller functions check their units’ monthly
performance and submit a performance
report to central administration. The functions’
profitability development and business risks
and opportunities are discussed at monthly
meetings attended by the Company’s and each
function’s management. The result is reported
to the Board and Corporate Management Team
monthly. The Board presents the financial
statements to the Annual General Meeting for
approval, approves the financial statement
bulletin and interim reports, and decides on their
publication. The rules for reporting and control,
as well as the reporting process, are described
in greater detail in the Company’s internal
guidelines.
Credit control in Metsä Board has been
centralised to a Credit Committee, which
convenes at least quarterly. Credit controllers
monitor the trend in trade receivables in each
sales company under the supervision of the
Metsä Group’s Director, Credit Management.
Counterparty-specific credit limits are set within
the boundaries of the credit policy confirmed by
the Board in cooperation with centralised credit
control, sales and financial management. The
development of credit risks is regularly reported
to the Board of Directors.
Authorisation rights concerning expenses,
significant contracts and investments have been
specified progressively for different organisation
levels according to the decision-making
authority policy confirmed by the Board and
the authority separately granted by the CEO
and other management personnel. Investment
follow-up is carried out by the Metsä Group’s
financial administration in accordance with
the investment policy confirmed by the Board.
After pre-approval, investments are handled
by the functions’ Management Teams and
the Corporate Management Team within the
framework of the annual investment plan. The
most significant investments are separately
submitted to the Board for approval. Investment
follow-up reports are compiled quarterly.
Internal auditing
Internal auditing is an independent and objective
assessment, assurance and consulting activity
designed to add value to Metsä Board and
improve its operations.
Internal auditing assists the Board of Directors
in its supervisory role and supports Metsä Board
and its management in achieving the Company’s
objectives by providing a systematic approach
to assessing and improving the effectiveness
of risk management, control, governance and
management processes.
Metsä Board’s internal auditing is carried out
by Metsä Group’s internal audit unit. Audit work
is carried out in compliance with the internal
audit guidelines approved by the Audit Commit-
tee. The internal audit function reports to the
Audit Committee on operations and to Metsä
Group’s President and CEO on administration.
Internal auditing draws up a six-monthly
action plan which is approved by the Audit
Committee. Auditing is risk-based and focuses
on the Company’s activities and units that
are considered to be key to achieving the
objectives set for operations. In cooperation
with the audit function, internal auditing sees
to the coordination of plans to ensure adequate
coverage of auditing and avoid overlapping work.
Similarly, cooperation is carried out with Metsä
Group’s other assurance functions such as risk
management, internal controls and compliance.
The results of the audit are compiled in
an audit report, which is shared with Metsä
Board’s CEO and CFO, the management of the
audited entity, and the persons in charge. The
audit reports are submitted to Metsä Group’s
President and CEO, CFO, auditor and to other
Group management if required for the purposes
of information.
Internal auditing provides the Audit
Committee with a six-monthly summary report
on the audits carried out, the main findings and
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