Remuneration of the Board of Directors
Remuneration of the CEO
METSÄ BOARD Annual review 2024
Business operations and value creation 2 This is Metsä Board 4 CEO’s review 6
SALARIES AND INCENTIVES PAID TO THE CEO AND THE COST OF SUPPLEMENTARY PENSION ARRANGEMENT IN 2024 (IN EUROS)
THE CEO’S SHORT-TERM INCENTIVE TARGETS AND INCENTIVES FOR 2023–2024
REMUNERATION PAID TO THE BOARD OF DIRECTORS IN 2024 (IN EUROS)
Board meeting fees
Committee meeting fees
Pension insurance contribution (TyEL) 2)
Total
Annual remuneration 1)
Actual in euros, taking the Metsä Group EBIT multiplier into account 2)
2024
Ilkka Hämälä , Chair
99,000 85,000 67,000 67,000 67,000 67,000 67,000 67,000 67,000
12,000 13,000
3,400 3,400 3,000 3,600 3,400 3,600 2,800 3,400 3,600
20,920 18,566 13,994 15,124 15,124 14,053 14,024 15,271 15,235 142,311
135,320 119,966 90,994 97,724 97,724 97,653 96,824 98,671 98,835 933,711
563,359 84,509 866,967
Base salary, including fringe benefits 1)
Actual %, before the Metsä Group EBIT multiplier 1)
Jussi Linnaranta , Vice Chair
Short-term incentive 2) 3) Long-term incentive 2) 4)
Strategy and financial targets
The CEO’s incentive targets Weight, %
Leena Craelius , as of 26 March 2024 Raija-Leena Hankonen-Nybom 3)
7,000
2024
Paperboard sales
20 10 10 10 50
12,000 12,200 13,000 13,000 13,000 13,000
8
Value creation
Total
1,514,834
Erja Hyrsky
Fixed costs
63
0
Mari Kiviniemi Jukka Moisio
Work safety, TRIF Strategic projects
Supplementary defined benefit pension arrangement
642,104
Financial development 10 Key figures 12
Mikko Mäkimattila Juha Vanhainen
EBIT target
1) The base salary includes a company car and phone benefit, as well as extended health, travel and accident insurance coverage. 2) The incentive paid is accrued in the financial statements over the vesting period. 3) The short-term incentive paid concerns performance in 2023. 4) The long-term incentive paid concerns the 2021–2023 performance period.
Total targets
100
Report of the Board of Directors
Total
653,000
108,200
30,200
2023
Paperboard sales
15 15 10 10 50
20 20 37 70 89 96
• Sustainability statement
Former members of the Board of Directors Hannu Anttila , until 26 March 2024
Fixed costs
General information
-
-
5,600
4,000
1,600
Work safety, TRIF Strategic projects
66
84,509
In 2024, the maximum level of remuneration available in the CEO’s short- term incentive system was 75% of the fixed annual base salary, accounting for Metsä Group’s EBIT multiplier. In 2024, the CEO’s short-term incentive was EUR 0, as the short-term incentive system’s performance indicator (Metsä Group’s EBIT) did not exceed the threshold. In 2024, the CEO’s sustainability targets were related to occupational safety and strategic programmes, the goals of which include reducing fossil-based CO 2 emissions, promoting the use of fossil-free raw materials and reducing process water use in production. The weighting of the CEO’s occupational safety target was 10%, and its realisation was 132%. The 2023 short-term incentive system was based on the same principles as in 2024. The CEO’s short-term incentive was EUR 84,509. The incentive was paid in March 2024.
E – Environment
1) Approximately half the remuneration has been paid as the company’s B series shares, and approximately half in cash. The cash portion has covered the taxes to be charged from the remuneration. The figures shown in the table do not include the portion of transfer tax paid by the company. 2) Voluntary TyEL pension (the Finnish employee’s statutory pension system) insurance has been taken out for the members of the Board of Directors until they reach the required upper age limit. 3) The Chair of the Audit Committee has also been paid a monthly remuneration of EUR 900 every month.
EBIT target
S – Social responsibility
Total targets
100
G – Governance
1) The targets are assessed on a scale of 0–200, where 100% means that target is reached. 2) The short-term incentive, taking Metsä Group’s EBIT multiplier into account. For 2024, no performance bonus was paid as the incentive system’s threshold value was not reached. In 2023, the actual EBIT multiplier was 0.82.
Annexes to the Sustainability statement
98 Consolidated financial statements 102 Notes to the consolidated financial statements 150 Parent company financial statements 153 Notes to the parent company financial statements 166 The Board’s proposal to the Annual General Meeting for the distribution of funds 167 Auditor’s Report 171 Sustainability statement assurance report 173 Shares and shareholders 177 Ten years in figures 178 Taxes 179 Production capacities 181 Calculation of key ratios and comparable performance measures Corporate governance 183 Corporate governance statement 190 • Board of Directors of Metsä Board 194 • Corporate Management Team of Metsä Board
SHARES DELIVERED TO THE BOARD OF DIRECTORS IN 2024
Member of the Board of Directors
Number of shares 1) delivered
Ilkka Hämälä , Chair
7,035 6,040 4,761 4,761 4,761 4,761 4,761 4,761 4,761
Jussi Linnaranta , Vice Chair
Leena Craelius , as of 26 March 2024 Raija-Leena Hankonen-Nybom
Erja Hyrsky
Mari Kiviniemi Jukka Moisio
Mikko Mäkimattila Juha Vanhainen
Total
46,402
1) Metsä Board’s series B share
196 Remuneration report 201 Investor relations and investor information
198
6 199
5
Remuneration report | METSÄ BOARD ANNUAL REVIEW 2024 REMUNERATION REPORT 2024 | METSÄ BOARD
REMUNERATION REPORT 2024 | METSÄ BOARD
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