The primary role of the Board is to be responsible for the governance of the company with the focus on overseeing the long-term value creation of UPM. In pursuing this goal, the directors have a duty to act on an informed basis with due care and in the best interests of the company consistent with their other statutory duties. To fulfill its role effectively the Board sets the company’s strategic objectives, reviews and approves financial and other plans relevant to the achievement of the objectives and reviews the performance of the management in meeting those objectives. The Board’s other main responsibilities relate to the integrity of the company’s financial reporting, effectiveness of internal controls and risk management systems, and the appointment, remuneration and succession planning of the senior management of the company.
The Board has approved the company’s Code of Conduct and prepared a written charter for its work including the Board’s main duties and operating principles. A summary of the Board's main duties and responsibilities is available on the company's Corporate Governance Statement 2017.
There is no minimum attendance requirement for the directors’ attendance at the meetings but directors are expected to attend all meetings unless there is a valid reason for non-attendance. In 2017, the Board held nine meetings. The directors’ average attendance at the meetings was 96.7% (98.0%).
The Board of Directors reviews its performance and working methods annually. The evaluation is usually conducted as a self-assessment and its results are reviewed and discussed at the Board meeting in December. Directors evaluate the Board’s and committees' performance of their duties and responsibilities, Board and committee composition and structure, Board culture, effectiveness of Board and committee meetings, and individual director participation. The directors also assess the Chairman performance. In addition, the committees evaluate their performance and working methods annually. Identified areas of improvement are considered when planning the Board’s work and the Nomination and Governance Committee takes the results in consideration when it is preparing the proposal for the composition of the Board to the Annual General Meeting.
To ensure that the Board members are sufficiently informed of the company’s operations, business environment and financial position, the Board meetings regularly include President and CEO’s business review on topical items and the Chief Financial Officer’s review on financial results. The company’s statutory auditor visits the Board meetings twice a year to report on performed audit and potential audit findings. In addition, the Committee Chairmen report on items discussed and actions taken in the committee meetings held prior to the Board meetings.
A new member of the Board is provided with post-election induction on the company’s business operations in the meetings with senior executives of the company as presented below. Induction is provided to the extent the new Board member her-/himself deems appropriate.
In addition, business area heads present their own business area including earnings logics, performance and strategy. The new director is also provided with copies of all corporate governance related charters and policies, Articles of Association, Finnish Corporate Governance Code and other documents related to Board work, as well as general information on the company. Continuing education is arranged upon request to all directors.