In reviewing the Board’s composition, diversity is considered from a number of aspects and the selection of candidates is based on a range of diversity principles, which are defined in the Board and committee charters and in the Diversity Policy of the Board. The proposal to the AGM regarding the Board composition is always based on qualifications, merit and competences that each candidate is expected to bring to the Board. The director nominees shall also have the possibility to devote a sufficient amount of time for the Board work.
The Board of Directors’ Nomination and Governance Committee prepares the proposal for the composition of the Board to the AGM. The committee comprises three Board members who are independent of the company and its significant shareholders. First and foremost, the committee’s preparatory work aims at ensuring that the Board works well as a whole. This, in turn, can be achieved if the Board comprises a sufficient number of sufficiently diverse members with mutually complementing experience and versatile expertise, and thereby qualifications to discharge Board duties efficiently.
When preparing the proposal, the committee reviews annually the structure, size, composition, diversity and successional needs of the Board as a whole and considers, among others, whether the Board is sufficiently diverse in terms of professional and educational backgrounds, gender and age, and whether it represents an appropriate balance of sound judgment and a diverse range of business expertise, skills, experience, independence, availability of service to the company and other desired qualities to be able to address the needs of the company’s business operations and strategic agenda. A more comprehensive description of the director nomination process is included in the Board's Diversity Policy.
Currently, UPM's Board of Directors comprises 10 members. All members have a university degree and two of them a doctor’s degree. The directors’ degrees are in five different areas of study with a majority of the degrees in finance and economics. All directors have international professional experience in various types of positions and they are or have been executives or members of the Board of Directors in both listed and unlisted companies. The cultural background of the Board is also diverse: the members represent four different nationalities and speak five different languages as their native language. When it comes to the age, the directors represent different ages evenly between 40 and 70 years of age. Likewise, the directors’ length of service is evenly spread: 50% of the directors have served in UPM’s Board for more than seven and the other half less than seven years.
As to the representation of both genders in the Board, the Board has set the following measurable objective: Both genders shall always be represented in the Board, and high priority shall be given to maintaining at least 1/3 representation of the under-represented gender among the non-executive directors in the Board. Where two candidates are equally qualified, priority will be given to the candidate of the under-represented gender. Currently, female directors count for 33.3% of UPM's non-executive directors and 30% of all directors.
UPM Board members' biographical details and information on their career histories and key positions of trust are available under section Board composition.