Corporate governance statement
■ Introduction This statement describing the corporate govern- ance of Metsä Board Corporation (‘Metsä Board’ or ‘Company’) has been issued as a separate statement pursuant to the Securities Markets Act and the Finnish Corporate Governance Code 2020 and is published concurrently with the Company’s financial statements and report of the Board of Directors. The Finnish Corporate Governance Code 2020 is available on the website of the Finnish Securities Market Association at https://cgfinland.fi/en/ corporate-governance-code/. Metsä Board is a Finnish public limited company whose A and B series shares are publicly traded on the official list of NASDAQ Helsinki Ltd. (Helsinki Stock Exchange). In its administration and governance Metsä Board complies with Finnish laws, especially the Limited Liability Companies Act, the Company’s Articles of Association, and rules and regulations issued under the law, including those issued by the Financial Supervisory Authority that apply to listed companies. Metsä Board also complies
■ Corporate governance in Metsä Board
with the rules and recommendations of Nasdaq Helsinki as applicable to listed companies. Metsä Board prepares its financial statements and interim reports according to the Interna- tional Financial Reporting Standards (IFRS). The financial statement documents are prepared and published in Finnish and English. Metsä Board’s headquarters are located in Espoo, Finland. The Company’s registered domicile is Helsinki. Compliance with the Finnish Corporate Governance Code As a Finnish listed company, Metsä Board complies with the Finnish Corporate Governance Code, which became effective on 1 January 2020. Metsä Board does not currently depart from any single recommendation of the Code. This statement has been issued in compliance with the regulations concerning reporting content set out in the Code. This statement has been reviewed by the Board of Directors’ Audit Committee.
The Company’s statutory bodies include the General Meeting of Shareholders, the Board of Directors and the CEO. In addition, a Corporate Management Team assists the CEO in the operative management of the Company and in coordinating its operations. Members of the management team (including the CEO) are not members of the Board of Directors. The tasks and responsibilities of the different corporate bodies are determined in accordance with the Finnish Limited Liability Companies Act. Metsä Board’s organisation is based on the following key functions: sales and supply chain, production, technology, finance, business development and human resources. The heads of functions are members of the Corporate Management Team. Functions are supported by centralised support functions, most of which are common with other Metsä Group companies. Support functions are based on separate arm’s length service agreements. General Meeting The General Meeting of Shareholders is the Company’s highest decision-making body where shareholders use their decision-making power. Each shareholder is entitled to participate in a General Meeting by following the procedure described in the General Meeting notice. Accord- ing to the Limited Liability Companies Act, the General Meeting decides on matters such as: • amendments to the Articles of Association; • adoption of the financial statements; • profit distribution; • mergers and demergers; • acquisition and disposal of own shares; • appointment of the members of the Board, and their and the Board committee mem- bers’ remuneration; and • appointment of the auditor and the auditor’s remuneration. Shareholders are entitled to have a matter pertaining to the General Meeting addressed by the General Meeting, provided that they submit a written request well in advance so that the matter can be included in the meeting notice. The Company has specified 15 January as the deadline. In addition, shareholders have the right
CORPORATE GOVERNANCE IN METSÄ BOARD
SHAREHOLDERS’ MEETING
BOARD OF DIRECTORS
BOARD COMMITTEES
Audit Committee
Nomination and HR Committee
CEO
Corporate Management Team
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Corporate governance statement | METSÄ BOARD ANNUAL AND SUSTAINABILITY REPORT 2022
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