Metsä Board Annual and sustainability report 2022

and pulp) and to operating in joint integrated mills. The Board of Directors decides on contractual relationships with related parties unless the matter is related to the Company’s normal business operations and is of minor significance. In situations where the Board of Directors addresses a business relationship or other contractual relationship or connection to Metsäliitto Cooperative or the Company’s affiliated companies, the Board of Directors acts, as a rule, without those of its members who are dependent on Metsäliitto Cooperative. or the relevant affiliated company considered a related party. The Audit Committee regularly follows up and analyses contractual relationships between the Company and its related parties. To assess the independence and impartiality of the members of the Board of Directors, the members are required to notify the Company of circumstances that may have an impact on the member’s ability to act without conflict of inter- est. As of 31 December 2022, neither the Board members, nor the Company’s CEO or Corporate Management Team members had monetary loans from the Company or its subsidiaries. No collateral arrangements or significant business relations existed between these persons (includ- ing their related parties as defined in IFRS) and the Company during 2022.

bidding must be organised for the audit services. Should the same audit firm be re-elected, it may serve continuously as the Company’s auditor for another 10 years at most, after which the audit firm must be changed. The Audit committee

controls the appointment procedure of auditors and provides the Board and the General Meeting with a recommendation for the appointment of the auditor. In 2022 audit fees were paid as follows:



Audit fees


Audit fees to KPMG Oy Ab

EUR 200,000 EUR 196,000 EUR 196,000 EUR 255,000 EUR 241,000 EUR 206,000

International fees

For services unrelated to the audit proper



EUR 4,000


EUR 455,000 EUR 437,000 EUR 406,000 EUR 11,000 EUR 21,000 EUR 23,000 EUR 466,000 EUR 458,000 EUR 429,000

Fee to other audit firms other than KPMG Oy Ab


Insider administration For insider matters, Metsä Board and its group companies comply with Finnish laws, especially the Securities Markets Act, Regulation N:o 596/2014 of the European Parliament and of the Council on market abuse (MAR) and supporting orders and regulations as well as the insider guidelines of NASDAQ Helsinki Ltd. (Helsinki Stock Exchange) ( rules-regulations-helsinki). Based on the above provisions, the Company has approved its own insider guidelines. Pursuant to MAR Article 14 and Chapter 51 of the Criminal Code, a person who possesses inside information shall not (i) engage or attempt to engage in insider trading by acquiring or transferring financial instruments on his or her own account or on behalf of a third party, (ii) recommend that another person engage in insider trading or induce another person to engage in insider dealing, (iii) unlawfully disclose inside information to another person, unless such disclosure is made as part of carrying out normal work duties. The goal of insider administration is to enable people considered the company’s insiders, to openly hold shares in the company while maintaining public trust in the trading and price formation involving the company’s securities. The Company recom- mends only long-term investments. Insiders are provided with instructions and training at regular intervals. Since the Market Abuse Regulation MAR took effect on 3 July 2016, the Company has not had a register of public insiders or maintained a permanent company-specific insider register. If required and by decision of the Chair of the

Board of Directors, the Company can set up a project-specific insider register to cover all the persons involved in the preparation of a specific project containing insider information. The Company’s managers with a duty to notify include the members of the Board of Directors and the CEO. The holdings of these individuals and their related parties is public. Each of them has an individual duty vis-à-vis the Company and the competent supervisory authority, to notify all transactions executed with the shares and other financial instruments of Metsä Board. Metsä Board will publish all such notifications in a stock exchange release. Managers with a duty to notify are not allowed to trade in the Company’s shares and other financial instruments during a period starting at the end of each reporting period and lasting until the interim report has been published (always at least 30 calendar days, a period known as the ‘closed window’). This prohibition applies not only to managers with a duty to notify, but also to any other persons specified by the Company who participate in the preparation of financial reports. Related party transactions The Board of Directors has determined the principles for monitoring and evaluating business transactions with related parties. The Company’s business activities include contractual relationships with the parent entity Metsäliitto Cooperative and affiliated companies Metsä Fibre Oy and Metsä Tissue Corporation. The most significant of these are related to the procurement of raw material (such as wood


Corporate governance statement | METSÄ BOARD ANNUAL AND SUSTAINABILITY REPORT 2022

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