The company’s Board of Directors is composed of at least five but no more than twelve members. The general meeting of shareholders decides on the number of directors and elects the members to the Board for a one-year term at a time. The Articles of Association do not contain other limitations concerning the election of Board members, such as limitations on the maximum length of service. The Board appoints a Chairman and a Deputy Chairman from its members for a one-year term at a time. The Board of Directors is deemed to have a quorum if more than half of its members are present and one of them is either the Chairman or the Deputy Chairman.
Board of Directors
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.
Attendance at the meetings
There is no minimum attendance requirement for directors’ attendance at the meetings. Instead, directors are expected to attend all meetings unless there is a valid reason for non-attendance. In 2018, the Board held eight meetings. The directors’ average attendance at the meetings was 100% (2017: 96.7%).
|Director||Director since||Attendance / No of meetings||Attendance-%|
|Björn Wahlroos (Chairman)||26 March 2008||8/8||100|
|Berndt Brunow (Deputy Chairman)||19 March 2002||8/8||100|
|Henrik Ehrnrooth||9 April 2015||8/8||100|
|Piia-Noora Kauppi||4 April 2013||8/8||100|
|Marjan Oudeman||5 April 2018||7/7||100|
|Jussi Pesonen||27 March 2007||8/8||100|
|Ari Puheloinen||8 April 2014||8/8||100|
|Veli-Matti Reinikkala||27 March 2007||8/8||100|
|Suzanne Thoma||9 April 2015||8/8||100|
|Kim Wahl||30 March 2012||8/8||100|
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.
Provision of information to the Board
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.
|Responsible person||Induction topics|
|President and CEO||Group strategy, strategic plans|
|CFO||Key financial parameters of the Group, financial targets, financing, dividend policy, IR, risk management|
|General Counsel||Governance, charters and policies, compliance matters|
|EVP, Human Resources||Values, people strategy, employee structure, remuneration policies|
|EVP, Stakeholder Relations||Disclosure policy and procedures, brand, environmental and responsibility targets, public affairs|
|EVP, Strategy||Strategy process, competitors, business environment|
|EVP, Technology||Investment management, investment strategy, new business development|
|SVP, Finance and Control||Accounting and audit procedures, internal controls|
|SVP, Internal Audit||Internal audit|
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.