
SUSTAINABILITY
BUSINESS OPERATIONS
AND VALUE CREATION
FINANCIAL
DEVELOPMENT GOVERNANCE
CORPORATE GOVERNANCE STATEMENT
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METSÄ BOARD ANNUAL REPORT 2020
these targets as part of its and its Nomination and
Compensation Committee’s normal operation.
According to the Articles of Association, a
minimum of ve and a maximum of ten ordinary
members shall be appointed to the Board of
Directors by the shareholders at the Annual
General Meeting for a one-year period at a time.
e number of consecutive terms is not limited. At
present, the Board has nine members.
e Board appoints a Chairman and a Vice
Chairman from among its members. e Annual
General Meeting of 2020 appointed the following
persons as members of the Board of Directors:
• Mr Hannu Anttila, born 1955, independent of
the Company and of its signicant shareholders,
M.Sc. (Econ.), member since 2018, 140,619 B
shares
• Mr Ilkka Hämälä, born 1961, Chairman, M.Sc.
(Eng.), member since 2018, 337,648 B-shares
• Ms Kirsi Komi, born 1963, independent of the
Company and of its signicant shareholders,
L.L.M., member since 2010, 78,287 B shares
• Mr Kai Korhonen, born 1951, independent of
the Company and of its signicant shareholders,
M.Sc. (Eng.), member since 2008, 215,057 B
shares
• Ms Liisa Leino, born 1960, independent of the
Company and of its signicant shareholders,
M.Sc. (Nutrition), member since 2009, 182,932
B shares
• Mr Jussi Linnaranta, born 1972, independent of
the Company, M.Sc. (Agr.), member since 2017,
20,939 B shares
• Mr Jukka Moisio, born 1961, independent of the
Company and of its signicant shareholders,
M.Sc. (Econ.), MBA, member since 2020, 5,275
B shares
• Mr Timo Saukkonen, born 1963, independent of
the Company, M.Sc. (For.), member since 2020,
9,875 B shares
• Mr Veli Sundbäck, born 1946, independent of
the Company and of its signicant shareholders,
L.L.M., member since 2013, 67,952 B shares
ese ownerships include shares possibly owned by
controlled entities as at 31 December 2020.
A majority of the members of the Board of Direc-
tors are independent of both the Company and its
signicant shareholders. As President and CEO of
Metsä Group Chairman Hämälä is dependent on
both the Company and its majority shareholder
Metsäliitto Cooperative. Jussi Linnaranta and Timo
Saukkonen are members of the Board of Metsäliitto
Cooperative and consequently dependent on a
signicant shareholder. Kirsi Komi, Liisa Leino and
Kai Korhonen have each served on the Board for
more than 10 consecutive years but are considered
as independent of the Company and its signicant
shareholders, based on the Board’s general
evaluation.
e Board’s Nomination and Compensation
committee proposes to the Annual General Meet-
ing convened for March 25, 2021 that current Board
members Anttila, Hämälä, Komi, Linnaranta,
Moisio, Saukkonen and Sundbäck be re-elected for
a new term and further that Raija-Leena Hankonen
and Erja Hyrsky be elected as new members. Fur-
ther information on existing and proposed Board
members is available on the Company’s website
at (www.metsaboard.com/Investors/Corporate
Governance).
BOARD COMMITTEES
Board committees provide assistance to the Board
of Directors, preparing matters for which the Board
is responsible. e Board of Directors appoints an
Audit Committee and a Nomination and Compen-
sation Committee from among its members. Every
year aer the Annual General Meeting, the Board
of Directors appoints each committee’s chairman
and members. e Board of Directors and its
committees can also seek assistance from external
advisors.
Final decisions concerning matters related to
the tasks of the committees are made by the Board
of Directors on the basis of committee proposals,
excluding proposals on Board composition and
compensation made directly to the General
Meeting by the Nomination and Compensation
Committee.
AUDIT COMMITTEE
e Audit Committee is responsible for assisting
the Board of Directors in ensuring that the com-
pany’s nancial reporting, calculation methods,
annual nancial statements and other nancial
information made public by the Company are cor-
rect, balanced, transparent and clear. On a regular
basis, the Audit Committee reviews the internal
control and management systems and monitors the
progress of nancial risk reporting and the auditing
of the accounts. e Audit Committee assesses
the eciency and scope of internal auditing, the
company’s risk management, key risk areas and
compliance with applicable laws and regulations.
e Committee assesses the independence of the
Auditor and gives a recommendation to the Board
concerning the appointment of auditors to the
Company. e Audit Committee also processes the
annual plan for internal auditing and the reports
prepared on signicant auditing.
e Audit Committee consists of four Board
members. Since the Annual General Meeting of
2020, Kai Korhonen has been chairman of the
Audit Committee with Hannu Anttila, Kirsi Komi
and Jukka Moisio as members. All members are
independent of the Company and its signicant
shareholders.
e committee members must have adequate
expertise in accounting and nancial statement
policies. e Audit Committee convenes on a
regular basis, at least four times a year, including
meeting with the Company’s auditor. e commit-
tee chairman provides the Board with a report on
each meeting of the Audit Committee. e tasks
and responsibility areas have been specied in
the committee’s working order which the Board
has approved (www.metsaboard.com/Investors/
Corporate Governance).
When necessary, the following persons are also
represented in the Audit Committee meetings as
summoned by the Committee: the auditor, Chief
Executive Ocer and Chief Financial Ocer as
well as other management representatives and
external advisors.
e Audit Committee convened ve times dur-
ing 2020 and the attendance rate of the members
was 95% (100% in 2019 and 94% in 2018).
NOMINATION AND COMPENSATION
COMMITTEE
e task of the Nomination and Compensation
Committee is to assist the Board of Directors in
matters related to the appointment and compensa-
tion of the company’s CEO, a possible Deputy CEO
and the senior management and prepare matters
related to the reward schemes for management and
employees. In addition, the Committee prepares
for the Annual General Meeting a proposal on the
number of Board members, Board composition
and Board member compensation. e Committee
also recommends, prepares and proposes to the
Board the CEO’s (and a Deputy CEO’s) nomination,
salary and compensation, and further evaluates
and provides the Board and the CEO with recom-
mendations concerning management rewards and
compensation systems.
e Committee consists of ve Board members.
It convenes on a regular basis at least four times
a year. e Committee chairman presents the
proposals issued by the Committee to the Board.
e tasks and responsibilities of the Nomination
and Compensation committee have been specied
in the committee’s working order, which the
Board approves (www.metsaboard.com/Investor
Relations/Corporate Governance).
Since the Annual General Meeting of 2020, Ilkka
Hämälä has been chairman of the Nomination and
Compensation Committee with Liisa Leino, Jussi
Linnaranta, Timo Saukkonen and Veli Sundbäck as
members.
e Nomination and Compensation Committee
convened four times during 2020 and all members
participated in all meetings (the attendance rate
was 100% also in 2019 and 2018).
CHIEF EXECUTIVE OFFICER
Chief Executive Ocer Mika Joukio, M.Sc.(Eng.),
born 1964, is responsible for the daily management
of the Company’s administration according to the
guidelines and instructions given by the Board. In
addition, the CEO is responsible for ensuring that
the Company’s accounting has been carried out
according to applicable laws and that asset man-
agement has been organised in a reliable manner.
e CEO manages the Company’s daily business
and is responsible for controlling and steering the
functions.
e CEO has a written CEO contract approved
by the Board. e Board monitors the CEO’s per-
formance and provides a performance evaluation
once a year. e CEO is covered by the Finnish
Employees’ Pension Act, which provides for a
pension compensation based on service years and
earnings. Basic salary, rewards and fringe benets
are included in the calculation, but not stock option
or share plan based income. e Company has
commissioned an extra pension insurance policy
for the CEO, entitling the CEO to retire at the age
of 62. e policy entitles the CEO to receive pension
compensation equal to 60% of his salary at the time
of retirement (calculated in accordance with Finn-
ish pension laws) on the basis of a ve-year-period
preceding the moment of retirement.
e Board appoints and discharges the CEO. e
Board can discharge the CEO without a specic
reason. e CEO can also resign from his assign-
ment. e mutual term of notice is six months.
e Board may, however, decide to discharge the
CEO without a period of notice. When the service
contract of the CEO is terminated by the Board, the
CEO is entitled to receive discharge compensation
equal to his 12-month salary.
DEPUTY TO THE CEO
e Board can at its discretion appoint a Deputy
to the CEO. e Deputy to the CEO is responsible
for carrying out the CEO’s tasks when the CEO is
unable to perform his duties. For the time being no
Deputy to the CEO has been appointed.
CORPORATE MANAGEMENT TEAM
In the operative management of Metsä Board, the
CEO is assisted by the Corporate Management
Team, which consists of Mika Joukio, CEO,
together with function heads Ari Kiviranta
(Business Development), Jussi Noponen (Finance
and Control), Sari Pajari-Sederholm (Sales and
Marketing), Harri Pihlajaniemi (Production and
Technology) and Camilla Wikström (Human
Resources), who all report to the CEO.
Each Corporate Management Team member has
a written employment or service contract, With the
exception of the CEO, members of the Corporate
Management Team have no extraordinary pension
arrangements which would deviate from applicable
pension legislation. e term of notice of Corporate
Management team members is six months.
e Corporate Management Team’s tasks and
responsibilities include planning investments,
specifying and preparing the Company’s strategic
guidelines, allocating resources, controlling routine
functions as well as preparing several matters to be
reviewed by the Board.
e Corporate Management Team convenes at
the Chairman’s invitation once a month, as a rule,
and also otherwise when necessary.
e Corporate Management Team members
owned the Company’s shares at the end of the
nancial year 2020 as follows:
Mika Joukio 354,025 B shares
Ari Kiviranta 36,000 B shares
Jussi Noponen 55,000 B shares
Sari Pajari-Sederholm 48,000 B shares
Harri Pihlajaniemi 17,523 B shares
Camilla Wikström 35,184 B shares
Possible controlled entities of management team
members do not hold shares in the Company.
INTERNAL CONTROL, INTERNAL
AUDITING AND RISK MANAGEMENT
Protable business requires that operations
are monitored continuously and with adequate
eciency. Metsä Board’s internal management
and control procedure is based on the Finnish
Companies Act, regulations and recommendations
for listed companies, the Articles of Association
and the company’s own approved principles and
policies. e functionality of the company’s inter-
nal 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. e
following describes the principles, objectives and
responsibilities of Metsä Board’s internal control,
risk management and internal auditing.
INTERNAL CONTROL
Being a listed company, Metsä Board’s internal
control is steered by the Finnish Companies Act
and the Securities Market Act, other laws and
regulations applicable to the operations and the
rules and recommendations of the Nasdaq Hel-
sinki, including the Corporate Governance Code.
External control is carried out by Metsä Board’s
auditor and the authorities.
In Metsä Board, internal control covers nancial
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 achieving the goals
and objectives set for the company; economical,
appropriate and ecient use of resources; correct
and reliable nancial information and other man-
agement information; adherence to external regu-
lations and internal policies; security of operations,
information and property in an adequate manner;
and the arrangement of adequate and suitable
manual and IT systems to support operations.
Internal control is divided into (i) proactive
control, such as the specication of corporate
values, general operational and business principles;
(ii) daily control, such as operational systems and
work instructions related to operational steering
and monitoring; and (iii) subsequent control,
such as management evaluations and inspections,
comparisons and verications with the aim of
ensuring that the goals are met and that the agreed
operational and control principles are followed. e
corporate culture, governance and the approach
to control together create the basis for the entire
process of internal control.
MONITORING OF THE FINANCIAL
REPORTING PROCESS, CREDIT CONTROL
AND AUTHORISATION RIGHTS
e nancial organisations of the functions and the
central administration are responsible for nancial
reporting. e units and functions report the
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METSÄ BOARD
Annual Report 2020
Business operations
and value creation
2 This is Metsä Board
4 CEO’s review
6 Highlights of the year
8 Strategy and targets
10 Creating value
12 Operating environment
16 Product and service development
18 Circular economy
Sustainability
20 Sustainability targets
24 We bring the forest to you
26 We oer sustainable choices
30 We work for a better climate
and environment
34 We create well-being
40 Mill-specific information
Financial development
44 Report of the Board of Directors
57 Consolidated financial statements
61 Notes to the consolidated
financial statements
107 Parent company financial
statements
110 Notes to the parent company
financial statements
123 Auditor’s report
126 Shares and shareholders
132 Key figures and taxes
Governance
134 Corporate governance statement
140 Metsä Board Corporation’s
Board of Directors
142 Metsä Board Corporation’s
Corporate Management Team
144 Investor relations and
investor information