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Board committees

The committees assist the Board of Directors by preparing matters to be decided by the Board. In addition, the committees assist the Board in its oversight and monitoring responsibilities. The Board is responsible for the performance of any duties assigned to the committees. The committees do not have any independent decision-making power. Instead, the Board makes decisions based on the preparation and resolution proposals by the committees.

 

To enhance the preparation of matters for the Board’s decision making, the Board has established three committees composed of its members: the Audit Committee, the Remuneration Committee and the Nomination and Governance Committee. The Board appoints the members of the committees and their Chairs annually. A committee always has at least three members.

 
 

The directors appointed to the Board committees in the Board’s constitutive meeting on 31 March 2020 are presented in the table below. All committee members are independent both of the company and its significant shareholders so the committees fulfill their respective independence criteria as set out in the Finnish Corporate Governance Code. In the election of the committee members, the respective qualification requirements have also been taken into account.

 

Committee members in 2020

Audit Committee ​Remuneration Committee ​Nomination and Governance Committee
​Piia-Noora Kauppi (Ch.) ​Veli-Matti Reinikkala (Ch.) ​Björn Wahlroos (Ch.)
​Emma FitzGerald ​Henrik Ehrnrooth ​Berndt Brunow
​Marjan Oudeman ​Martin à Porta ​Ari Puheloinen
Kim Wahl    

 

The table below contains information on the committee members, number of committee meetings and committee members’ attendance in the meetings in 2019. 

Committee members and their attendance in the committee meetings in 2019

Committee ​Members ​Attendance / No. of meetings​ ​Attendance-%
Audit Committee ​ ​ ​Piia-Noora Kauppi (Ch.) 5/5 100​
  Marjan Oudeman 5/5 100
  Kim Wahl ​5/5 100
Remuneration Committee Veli-Matti Reinikkala (Ch.) 5/5 100​
  ​Henrik Ehrnrooth  4/5 80
  Suzanne Thoma  5/5 100
​Nomination and Governance Committee ​Björn Wahlroos (Ch.) ​5/5 100​
  Berndt Brunow ​5/5 100
  Ari Puheloinen  ​5/5 100

 

Committee charters

The written committee charters approved by the Board of Directors set forth the purposes, composition, operations and duties of each committee as well as qualifications for committee memberships. The charters were amended in 2019.

Committee work

The committees hold their meetings prior to certain Board meetings in order to prepare matters for the Board’s decision making. In the Board meeting following the committee meetings, the Committee Chairs report to the Board on matters discussed and actions taken by the committees. Furthermore, minutes of committee meetings are kept and submitted to the Board members for their information. Committee meeting materials are available to all Board members before and after the meetings. 

The committees review and reassess the adequacy of their charters periodically and propose any changes they consider necessary to the Board for approval.

Each year, the committees conduct self-evaluation and evaluate the performance of their duties and responsibilities, working methods, committee composition and the effectiveness of committee meetings. The Committee Chairs report on the results of these evaluations to the Chair of the Nomination and Governance Committee.

In addition to these duties and working methods common to all committees, each committee is responsible for carrying out the duties assigned to it in its charter. Please find more information on the committee duties and responsibilities under the respective committee below.