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 Chair and a Deputy Chair 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 Chair or the Deputy Chair.
Board of Directors
Board duties
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 in the company's Corporate Governance Statement.
Attendance at the meetings
There is no minimum attendance requirement for the directors’ attendance at the meetings, but directors are expected to attend all meetings unless there is a valid reason for non-attendance. In 2023, the Board held 9 meetings. The directors’ average attendance rate at the meetings in 2023 was 100% (2022: 100%).
| Director | Director since | Attendance / No of meetings 2023 | Attendance-% |
|---|---|---|---|
| Henrik Ehrnrooth (Chair) | 9 April 2015 | 9/9 | 100 |
| Kim Wahl (Deputy Chair) |
30 March 2012 | 9/9 | 100 |
| Pia Aaltonen-Forsell | 12 April 2023 | 8/8 | 100 |
| Emma FitzGerald | 31 March 2020 | 9/9 | 100 |
| Jari Gustafsson | 30 March 2021 | 9/9 | 100 |
| Piia-Noora Kauppi | 4 April 2013 | 9/9 | 100 |
| Topi Manner | 29 March 2022 | 9/9 | 100 |
| Marjan Oudeman | 5 April 2018 | 9/9 | 100 |
| Martin à Porta | 31 March 2020 | 9/9 | 100 |
| Björn Wahlroos | Chair until 12 April 2023 | 1/1 | 100 |
Board evaluation
The Board of Directors conducts an annual evaluation of its performance and working methods, including an evaluation of the performance and working methods of its committees. In 2023, the evaluation was conducted by an external facilitator. The Board evaluation included quantative and qualitative analyses of the Board and Committee work through various methods such as interviews and surveys. The performance of the Board and its Committees was evaluated in relation to their respective duties and responsibilities, their oversight, effectiveness and decision-making process, their support for executing the Company’s strategy, their relationship with the Company’s operative management, the Board and Committee compositions and structure, the Board culture, the individual performance of Board members and the performance of the Chair of the Board. Identified areas for improvement are considered when planning Board-related work, and the Nomination and Governance Committee takes the results into consideration when preparing its proposals for the composition of the Board for 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 Chairs 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.
Director induction
| 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.
