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. In addition to the annual fees, the Board members do not receive any other financial benefits for their board or committee memberships.


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 2016

The Annual General Meeting 2016 resolved that the annual fee to the Board Chairman is EUR 175,000, to the Board Deputy Chairman and Chairman of the Audit Committee EUR 120,000, and to other members of the Board EUR 95,000. The annual fee was decided to be paid in company shares and cash so that 40% of the fee was to be paid in shares to be acquired on the Board members’ behalf, and the rest in cash to cover withholding tax. The company was to pay any costs and transfer tax related to the acquisition of the company shares. The annual fees have remained the same since 2007. No annual fee is paid to the President and CEO for his role as a member of the Board.

Board annual fees 2016

Board memberPosition​Annual fee (EUR)40% for shares (EUR)​60% in cash (EUR)​​No of shares acquired
Björn Wahlroos​Chairman​175,000​70,000​105,000​4,235
​Berndt Brunow​Deputy Chairman​120,000​48,000​72,000​2,904
​Henrik Ehrnrooth​Member​95,000​38,000​57,000​2,299
​Piia-Noora Kauppi​Member, Audit Committee Chairman​120,000​48,000​72,000​2,904
​Wendy E. Lane​Member​95,000​38,000​57,000​2,299
​Jussi Pesonen​Member, President and CEO       ​-       ​-         ​-         ​-
​Ari Puheloinen​Member​95,000​38,000​57,000​2,299
Veli-Matti Reinikkala​Member​95,000​38,000​57,000​2,299
​Suzanne Thoma​Member​95,000​38,000​57,000​2,299
​Kim Wahl​Member​95,000​38,000​57,000​2,299
Total​985,000​394,000​591,000​23,837

Ownership

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. Information on the Board members’ shareholdings in the company until 2 July 2016 can be found in the company’s insider register.

Board remuneration 2015

Information on the board remuneration in 2015 and years before that is available in the Remuneration Statements published by the company.