BUSINESS OPERATIONS AND VALUE CREATION
SUSTAINABILITY REPORT
FINANCIAL DEVELOPMENT
GOVERNANCE
Personnel availability and retention Metsä Board pays attention to ensuring the availability and retention of competent personnel by means of various personnel development programmes and successor plans, and by investing in its employer image. Metsä Board also prepares for retirements and other personnel risks through the promotion of multiple skills and work ability as well as through job rotation.
The year end closing price of Metsä Board’s B share on the Nasdaq Helsinki was EUR 8.77. The share’s highest and lowest prices were EUR 10.49 and EUR 7.09, respectively. Correspondingly, the closing price of the A share was EUR 10.15; the share’s highest and lowest prices were EUR 10.50 and EUR 7.66, respectively. In January–December, the average daily trading volumes of the B and A shares on the Nasdaq Helsinki were around 347,200 shares and around 3,400 shares respectively. The total trading volume of the B share was EUR 767 million, and the total trading volume of the A share was EUR 8 million. At the end of 2022, the market value of all Metsä Board shares was EUR 3.2 billion, of which the market value of the B shares and the A shares accounted for EUR 2.8 billion and EUR 0.3 billion respectively. On 27 October 2022, the Board of Directors of Metsä Board decided to launch a share buyback of company’s own shares. The acquisition of the company’s own shares started on 28 October 2022 and ended on 11 November 2022. During this period, Metsä Board acquired 1,000,000 B shares for an average price of EUR 7.8225 per share. The own shares were acquired for payment of the Board fees or to implement the company’s share-based incentive systems. On 30 December 2022, Metsäliitto Cooperative announced that its ownership in Metsä Board had exceeded the 50% threshold, and that its holding in Metsä Board was 50.16% of shares and 68.24% of votes. As Metsä Board is an entity controlled by Metsäliitto Cooperative, Metsäliitto Cooperative’s ownership also includes the 1,000,000 own shares held by Metsä Board. Foreign and nominee-registered investors held approximately 14% (14) of all shares. ■ Governance Metsä Board’s statutory administrative bodies are the Annual General Meeting, the Board of Directors and the CEO. The Board of Directors has general authority and, accounting for the scope and quality of the company’s operations, it is responsible for matters that are strategic, far-reaching and unusual in nature, and therefore not part of the company’s day-to-day business operations. The company’s operational management is handled by the CEO, supported by the Corporate Management Team, the members of which 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 Board of Directors has nine members, three of whom are women. A majority of Board members (six of nine) are independent of both the company and its biggest shareholders. Three members of the Board of Directors are not independent of Metsäliitto Cooperative. During the 2022 financial period, the Board of Directors held 13 meetings, at which the attendance of Board members was 97% (99 in 2021).
■ Financial risks
Financial and exchange rate risks As a result of increasing regulation in the financial market, the operations of credit and bond markets may become more difficult, which may impact the company’s ability to acquire long-term debt financing at a competitive price. The financial risks are managed in accordance with the treasury policy approved by Metsä Board’s Board of Directors. The purpose is to hedge against considerable financial risks, balance cash flow and give the business enough time to adjust to changing conditions. Metsä Board sells its products in several countries and is therefore exposed to fluctuations in exchange rates. The US dollar strengthening by 10% against the euro would have a positive impact of approximately EUR 100 million on Metsä Board’s annual operating result. Correspondingly, the Swedish krona strengthening by 10% would have a negative impact of approximately EUR 50 million. The British pound strengthening by 10% would have a positive impact of approximately EUR 10 million. The impact of weakened exchange rates would be the opposite. The sensitivities do not include the impact of hedging. Credit risks The management of credit risks related to commercial operations is the responsibility of Metsä Board’s executive management and Metsä Group’s centralised credit control. Metsä Board’s management determines the lim- its on credit extended to customers and the applicable terms of payment in cooperation with the centralised credit control. Nearly all credit risks are transferred by means of credit insurance contracts. Excluding Russia, Metsä Board’s customer credit risk was at a normal level in 2022. The main principles of credit control are defined in the credit guidelines of the risk management policy approved by the company’s Board of Directors. Metsä Board’s financial risks and their management are described in more detail in Note 5.6 to the 2022 consolidated financial statements (Management of financial risks). ■ Metsä Board’s shares and trading Metsä Board has two series of shares. Each series A share entitles its holder to twenty (20) votes at a General Meeting of Shareholders, and each series B share entitles the holder to one (1) vote. All shares carry the same right to receive a dividend.
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