BUSINESS OPERATIONS AND VALUE CREATION
SUSTAINABILITY REPORT
FINANCIAL DEVELOPMENT
GOVERNANCE
Chief Executive Officer Chief Executive Officer Mika Joukio (born in 1964), M.Sc. (Eng.), MBA, is responsible for the daily management of the Company’s administration in accordance with the guidelines and instructions provided by the Board. The CEO is also responsible for ensuring that the Company’s accounting has been carried out according to applicable legislation and that asset management has been organised in a reliable manner. The CEO manages the Company’s daily business and is responsible for controlling and steering the different functions. The CEO has a written CEO contract approved by the Board. The Board monitors the CEO’s performance and provides a performance evaluation once a year. The CEO is covered by the Employees Pensions Act, which provides pension security based on the period of service and earned income as provided in the Act. In the Finnish earnings-related pension system, basic salary, remuneration and taxable fringe benefits are included in earned income, whereas income from options and share-based incentive schemes for management are not. The Company has commissioned an extra pension insurance policy for the CEO, entitling the CEO to retire at the age of 62. The maximum level of his pension is 60% of the total salary under the Employees Pensions Act, calculated on the basis of the five-year period preceding retirement. The Board appoints and discharges the CEO. The CEO may be discharged at the Board of Directors’ decision without a separate reason. The CEO can also resign from his assignment. The mutual period of notice is six months. However, the Board may decide to discharge the CEO without a period of notice. If the Board terminates the CEO’s contract, the CEO is entitled to a discharge compensation equal to his 12-month salary. Deputy to the CEO At its discretion, the Board can appoint a Deputy to the CEO. The Deputy to the CEO is responsible for carrying out the CEO’s tasks when the CEO is unable to perform their duties. For now, no Deputy to the CEO has been appointed. Corporate Management Team In the operative management of Metsä Board, the CEO is assisted by the Corporate Manage- ment Team, which consists of Mika Joukio, CEO, together with function heads Ari Kiviranta
The committee members must have adequate expertise in accounting and financial statement policies. The Audit Committee convenes regularly, at least four times a year. In connection with the meetings, the Committee hears the Company’s auditor. The Chair of the Audit Committee provides the Board with a report on each meeting. The tasks and responsibilities are specified in the Committee’s rules of procedure approved by the Board of Directors (https://www.metsagroup.com/ globalassets/metsa-board/documents/ investors/corporate-governance/en/general/ metsa-board-audit-committee-charter.pdf).
investors/corporate-governance/en/general/ metsa-board-audit-committee-charter.pdf). At the invitation of the Committee, the Company’s auditor, CEO and CFO, as well as other management representatives and external advisors, are represented at the Audit Commit- tee’s meetings if required. The Audit Committee convened four times in 2022. All the members attended all the meetings (attendance rate: 100% in 2021 and 95% in 2020).
Audit Committee member
Number of meetings Attendance rate (%)
Raija-Leena Hankonen-Nybom (Chair)
4/4 4/4 4/4 4/4
100 100 100 100
Hannu Anttila Mari Kiviniemi Jukka Moisio
Nomination and HR Committee In spring of 2022, the Nomination and Remu- neration Committee changed its name to the Nominations and HR Committee. According to the Comittee’s view, the new name better describes the Committee’s work and the issues on the agenda. The task of the Nomination and HR Committee is to assist the Board of Directors in matters related to the appointment and remuneration of the Company’s CEO, any Deputy CEO and senior management, and prepare matters related to the incentive schemes for management and employees. In addition, the Committee prepares for the Annual General Meeting a proposal on the number of Board members, the Board composition and the remuneration for Board members. The Commit- tee also recommends, prepares and presents for the Board’s approval the appointment of the CEO (and any Deputy CEO), as well as their salary and compensation. The Committee also prepares and provides recommendations to the Board and the CEO concerning matters related to the remuneration and incentive schemes of management and employees.
The Committee consists of five Board mem- bers. It convenes on a regular basis, at least four times a year. The Chair of the Committee pre- sents the Committee’s proposals to the Board. The tasks and responsibilities of the Nomination and HR Committee are specified in the Committee’s rules of procedure approved by the Board of Directors (https://www.metsagroup. com/globalassets/metsa-board/documents/ investors/corporate-governance/en/general/ metsa-board-nomination-and-hr-committee- charter.pdf). Since the 2022 Annual General Meeting, Ilkka Hämälä has been Chair of the Nomination and HR Committee with Erja Hyrsky, Jussi Linnaranta, Timo Saukkonen and Veli Sundbäck as members. The Nomination and HR Committee convened four times in 2022. All the members attended all the meetings (100% attendance rate also in 2021 and 2020).
Members of the Nomination and HR Committee
Number of meetings Attendance rate (%)
Ilkka Hämälä (Chair)
4/4 4/4 4/4 4/4 4/4
100 100 100 100 100
Erja Hyrsky
Jussi Linnaranta Timo Saukkonen Veli Sundbäck
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