Metsä Board Annual and sustainability report 2022

(Technology), Markku Leskelä (Development), Jussi Noponen (Sales and Supply Chain), Harri Pihlajaniemi (Production), Henri Sederholm (Finance) and Camilla Wikström (Human Resources), who all report to the CEO. Each of the members of the Corporate Man- agement Team have a written employment or service contract. With the exception of the CEO, they do not have extraordinary pension arrange- ments apart from the statutory pension cover. The term of notice of Corporate Management team members is six months on both sides. The Corporate Management Team’s tasks and responsibilities include planning investments, specifying and preparing the Company’s strate- gic guidelines, allocating resources, controlling routine functions as well as preparing various matters to be reviewed by the Board. As a rule, the Corporate Management Team convenes at the Chair’s invitation once a month, and otherwise if required. At the end of the financial year 2022, the Corporate Management Team members owned the Company’s shares as follows:

and responsibilities of Metsä Board’s internal control, risk management and internal auditing are described in the following section. Internal control As a listed company, Metsä Board’s internal control is steered by the Finnish Limited Liability Companies Act and the Securities Markets Act, other laws and regulations applicable to the operations, and the rules and recommendations of the Nasdaq Helsinki, including the Corporate Governance Code. External control is carried out by Metsä Board’s auditor and the authorities. In Metsä Board, internal control covers financial reporting and other monitoring. Internal control is implemented by the Board and operative management as well as the entire personnel. Internal control aims to ensure the achievement of the company’s goals and objectives; economical, appropriate and efficient use of resources; correct and reliable financial information and other management information; adherence to external regulations and internal policies; adequate security of operations, information and property; and the arrangement of adequate and appropriate manual and IT systems to support operations. Internal control is divided into (i) proactive control, such as the specification of corporate values, general operational and business principles; (ii) daily control, such as operational steering and monitoring including the relevant operational systems and work instructions; and (iii) subsequent control, such as management evaluations and inspections, comparisons and verifications with the aim of ensuring that the goals are met and that the agreed operational and control principles are followed. The corporate culture, governance and approach to control jointly form the basis for overall internal control. 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 in 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 under a Credit Committee, which convenes at least each quarter. Credit control- lers monitor the trend in trade receivables in each sales company under the supervision of the Group VP of Credits. 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 reported to the Board on a regular basis. 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 Group’s financial administration according to the investment pol- icy confirmed by the Board. After pre-approval, investments are handled by the functions’ man- agement teams and the Corporate Management Team within the framework of the annual invest- ment plan. The most significant investments are separately submitted to the Board for approval. Investment follow-up reports are compiled each quarter. 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

Mika Joukio Ari Kiviranta

352,500 B shares 30,000 B shares 16,406 B shares 80,000 B shares 41,414 B shares 42,466 B shares 19,984 B shares.

Markku Leskelä Jussi Noponen Harri Pihlajaniemi Henri Sederholm Camilla Wikström

Any controlled entities of the Corporate Management Team members do not hold shares in the Company.

■ Internal control, internal audit and risk management Profitable business requires that operations are monitored continuously and with adequate efficiency. Metsä Board’s internal management and control procedure is based on the Finnish Limited Liability Companies Act, the regulations and recommendations for listed companies, the Articles of Association and the Company’s own approved principles and policies. The functioning of the Company’s internal control is evaluated by the Company’s internal auditing. Internal control is carried out throughout the organisation. Internal control methods include internal guidelines and reporting systems that support control. The principles, objectives


Corporate governance statement | METSÄ BOARD ANNUAL AND SUSTAINABILITY REPORT 2022

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