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 in 2018

The Annual General Meeting 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 purchased on the Board members' behalf, and the rest in cash. The company will pay any costs and transfer tax related to the purchase 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 Audit Committee Chairman EUR 35,000 and members EUR 15,000
  • the Remuneration Committee Chairman EUR 20,000 and members EUR 10,000 and
  • the Nomination and Governance Committee Chairman EUR 20,000 and members EUR 10,000.

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

According to the purchase order issued by the Company, the shares were purchased within two (2) weeks following the release of the Company's Interim Report for the period 1 January-31 March 2018.

Board remuneration 2018 and shareholdings on 2 May 2018

Board memberPosition in the Board​Annual fee (EUR)40% in shares (EUR)​60% in cash (EUR)​​Annual committee fees​No. of purchased shares​UPM shares 2 May 2018
Björn Wahlroos​Chairman, NGC Chairman​190,000​76,000​114,00020,000​​2,539262,283​
​Berndt Brunow​Deputy Chairman​135,000​54,000​81,00010,000​​1,804​310,465
​Henrik Ehrnrooth​Member​110,000​44,00066,00010,000​​1,4707,821
​Piia-Noora Kauppi​Member, AC Chairman​110,000​44,000​66,00035,000​​1,470​17,706
​Marjan Oudeman​Member110,000​44,000​66,00015,000​​1,4701,470​
​Jussi Pesonen​Member, President and CEO       ​-       ​-         ​-​-         ​-398,859
​Ari Puheloinen​Member110,000​44,000​66,00010,000​​1,4709,846​
Veli-Matti Reinikkala​Member, RC Chairman​110,000​44,000​66,00020,000​​1,47042,642
​Suzanne Thoma​Member​110,000​44,000​66,00010,000​​1,4707,821
​Kim Wahl​Member110,000​44,000​66,00015,000​1,47019,620​
Total​1 095,000438,000​657,000145,00014,6331,078,533


Shares purchased to the Board members in 2018 may not be transferred within two years from the purchase date  (27 April 2018) 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 2017

Information on the board remuneration in 2017 and in the previous years is available in the Remuneration Statements published by the company.