Board remuneration and ownership

Remuneration of members of the Board of Directors is decided by the shareholders at the general meeting annually. A proposal for the board remuneration to the general meeting is prepared by the Board of Directors’ Nomination and Governance Committee. 

When preparing its proposal, the committee considers, among other things, the development of director remuneration and the level of director remuneration in peer companies. The committee has underlined the importance of aligning the interests of directors with those of shareholders and prefers payment of board remuneration in the form of shares.

Board remuneration 2017

The Annual General Meeting decided to raise the Board remuneration and it was resolved that the Chairman of the Board will be paid an annual base fee of EUR 190,000, the Deputy Chairman of the Board EUR 135,000 and other members of the Board EUR 110,000. The annual base fee will be paid in the company shares and cash so that 40% of the fee will be paid in the company shares to be acquired on the Board members' behalf, and the rest in cash. The company will pay any costs and transfer tax related to the acquisition of the company shares. No annual fee will be paid to the President and CEO for his role as a member of the Board.

The AGM further resolved that the following annual committee fees will paid to the members of the Board of Directors' committees:

  • the Nomination and Governance Committee Chairman EUR 20,000 and members EUR 10,000
  • the Audit Committee Chairman EUR 35,000 and members EUR 15,000 and
  • the Remuneration Committee Chairman EUR 20,000 and members EUR 10,000.

Annual committee fees have not been paid earlier. The committee fees will be paid in cash. The President and CEO may not be a member of any of the Board committees.

Board remuneration 2017 and shareholdings on 31 December 2017

Board memberPosition in the Board​Annual fee (EUR)40% in shares (EUR)​60% in cash (EUR)​​Annual committee fees​No. of shares purchased​UPM shares 31 Dec. 2017
Björn Wahlroos​Chairman, NGC Chairman​190,000​76,000​114,00020,000​​3,067259,744​
​Berndt Brunow​Deputy Chairman​135,000​54,000​81,00010,000​​2,179​308,661
​Henrik Ehrnrooth​Member​110,000​44,00066,00010,000​​1,776​6,351
​Piia-Noora Kauppi​Member, AC Chairman​110,000​44,000​66,00035,000​​1,776​16,236
​Wendy E. Lane​Member110,000​44,000​66,00015,000​​1,77637,000​
​Jussi Pesonen​Member, President and CEO       ​-       ​-         ​-​-         ​-353,491
​Ari Puheloinen​Member110,000​44,000​66,00010,000​​1,7768,376​
Veli-Matti Reinikkala​Member, RC Chairman​110,000​44,000​66,00020,000​​1,77641,172
​Suzanne Thoma​Member​110,000​44,000​66,00010,000​​1,7766,351
​Kim Wahl​Member110,000​44,000​66,00015,000​1,77618,150​
Total​1 095,000438,000​657,000145,00017,6781,055,532


Shares purchased to the Board members in 2017 may not be transferred within two years from the purchase date  (26 April 2017) or until the director's membership in the Board has ended, whichever occurs first. The payment of board remuneration in shares and cash has long been a practice at UPM. In addition, Board members are encouraged to own company shares on a long-term basis.

Board remuneration 2016

Information on the board remuneration in 2016 and in the previous years is available in the Remuneration Statements published by the company.