METSÄ BOARD Annual review 2023
Remuneration report
Business operations and value creation 2 This is Metsä Board 4 CEO’s review 6
Introduction
■ Development of remuneration in 2019–2023
Metsä Board’s remuneration aims to fairly support profitable growth and the increase of shareholder value in line with the company’s values and interests. The key objective is to enable the achievement of the company’s vision, as well as its strategic and operational targets. We aim to motivate excellent performance both in the short-term and long-term. At Metsä Board, remuneration is based on the following principles: • Ensuring sustainable and responsible business operations Our remuneration supports the achievement of the company’s vision, strategic and operational goals as well as the goals of sustainable devel- opment. We encourage activities in line with the company’s values and interests – responsible profitability, reliability, renewal and cooperation. • Ensuring performance and profitable growth With remuneration, we encourage excellent performance and results in both short and long term. We remunerate our people for achieving and exceeding targets and for profitable growth and the increase of shareholder and stakeholder value. • Supporting competence development and renewal With remuneration, we support competence development and the commitment of talent. We encourage continuous improvement, renewal and the creation of conditions needed for future success. In addition to monetary remuneration, we develop personnel’s competencies and offer opportunities for career development. Our leadership is of a high
No changes were made to the remuneration paid to Board members in 2019–2021. In 2022, the Annual General Meeting decided to increase the annual remuneration paid to Board members. The annual remuneration paid to the Chair and to the Vice Chair of the Board of Directors is EUR 99,000 and EUR 85,000 respectively. The annual remuneration paid to other members of the Board of Directors is EUR 67,000. The 2022 Annual General Meeting also decided to keep meeting fees at EUR 800. The 2023
Annual General Meeting decided to keep the fees unchanged. The CEO’s base salary has been increased by around seven per cent over a five-year period. The development of the gross earnings has been influenced particularly by the company’s success and thereby by the number of the company’s B series shares earned in the long-term remuneration incentive system. The development of employees’ average earnings has been moderate.
Strategy and financial targets
■ The company’s financial development
8
Value creation
OPERATING RESULT, COMPARABLE
RETURN ON CAPITAL EMPLOYED, COMPARABLE %
Financial development 10 Key figures 12
EUR million
Report of the Board of Directors
600 500 400 300 200 100 0
24 20 16 12
20 72
• Sustainability statement • Sustainability statement assurance report
REMUNERATION PAID TO THE BOARD OF DIRECTORS AND THE COSTS OF THE BOARD MEMBERS’ PENSION ARRANGEMENTS IN 2023 (IN EUROS)
8 4 0
74
Consolidated financial statements
2023
2022
2021
2020
2019
19 20 21 22 23
19 20 21 22 23
78 Notes to the consolidated financial statements 126 Parent company financial statements 129 Notes to the parent company financial statements 142 The Board’s proposal to the Annual General Meeting for the distribution of funds 143 Auditor’s Report 147 Shares and shareholders 151 Ten years in figures 152 Taxes 153 Production capacities 155 Calculation of key ratios and comparable performance measures Corporate governance 157 Corporate governance statement 165 • Board of Directors of Metsä Board 168 • Corporate Management Team of Metsä Board
Chair of the Board of Directors Ilkka Hämälä as of 27 March 2018
111,800
113,400
108,600
108,300
105,500
Vice Chair of the Board of Directors Jussi Linnaranta as of 11 June 2020 Martti Asunta until 11 June 2020
97,800
99,400
93,600
94,700
90,500
■ Short-term and long-term incentive systems
Metsä Board has a short-term incentive system with a review period of one calendar year. In addition, Metsä Board has a long-term share-based incentive system with a performance period of three years and a restriction period of approximately two years. The targets of the long-term incentive system, tied to the return on capital employed, operating result, and equity ratio, affect the long-term development of shareholder value. The Board of Directors has steered the company’s operations in the short- and long- term with the support of the incentive systems. Metsä Board’s financial result has a direct impact on the remuneration of the CEO through both the short- and long-term incentive systems.
Other members of the Board of Directors (average)
80,200
82,329
75,986
75,900
73,400
CEO 1)
2,268,101
1,817,130
1,558,658
1,148,937
1,333,824
Mika Joukio as of 1 October 2014
quality and we encourage the personnel’s participation. • Consistency, competitiveness and transparency
Average earnings of employees 2)
52,221
59,564
56,941
50,695
51,418
1) The figures shown in the table do not include paid supplementary pension insurance premiums. 2) The average earnings of employees have been calculated from the employee costs of Metsä Board Group in its entirety by deducting social security costs from the total and dividing the remainder by the average number of employees.
The remuneration is fair and based on clear principles and structures. We offer competitive overall remuneration. We communicate and report on remuneration transparently and according to requirements.
170 Remuneration report 174 Investor relations and investor information
170
171
Remuneration report | METSÄ BOARD ANNUAL REVIEW 2023
Powered by FlippingBook