Composition, diversity and independence of the Board of Directors
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.
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
Corporate governance statement | METSÄ BOARD ANNUAL AND SUSTAINABILITY REPORT 2022
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