UPM uses a one-tier governance model, which, in addition to the general meeting of shareholders, comprises the Board of Directors and the President and CEO as presented in the illustration below. In the operative management of the company, the President and CEO is assisted by the Group Executive Team, the Business Area Boards and the Strategy Team.
The Group Executive Team consists of the executives heading the business areas and the global functions, and it assists the President and CEO in respect of approving and executing group-level guidelines and procedures. The President and CEO chairs the Group Executive Team.
The Business Area Boards comprise, in addition to the President and CEO chairing the boards, the CFO, the EVPs of the global functions, and the EVP of the business area in question. The Business Area Boards assist the President and CEO as regards business area level decision making in matters pertaining to each business area’s strategy, budget, business performance, operative investments, commercial strategies, business development plans, business and strategic risks, strategic and organizational changes as well as HR matters. The Strategy Team is chaired by the President and CEO and its other members are the CFO and the EVPs of the strategy, technology and legal functions. The team assists the President and CEO in matters pertaining to the preparation of group strategies, strategic projects, capital expenditure, M&A and other strategic development initiatives for the Board of Directors' approval.
Each business area and global function has a management team, the purpose of which is to assist the business area or function head in the preparation and execution of strategies, budgets, business development plans, and the operating model and organisation for the business area or function in question. The biggest business areas have further been divided into strategic business units, each with their own management teams.
UPM’s decision making, management and operations are guided by the company values and the UPM Code of Conduct. The company values and the UPM Code of Conduct form the framework for all company operations and set out standards of behaviour for all UPM employees including directors and executives without exception. Legal compliance and responsible and ethical practices are the foundation of all of UPM's businesses.
The company follows, among others, the Finnish Limited Liability Companies Act and other laws and regulations applicable to publicly listed companies in Finland, the company's Articles of Association, Board and committee charters, corporate policies and guidelines, as well as rules and guidelines issued by the European Securities and Markets Authority, the Finnish Financial Supervisory Authority and the Nasdaq Helsinki exchange.
UPM also complies with all recommendations of the Finnish Corporate Governance Code for listed companies which is publicly available on the Finnish Securities Market Association’s website www.cgfinland.fi/en.