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 performance, effectiveness, composition 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 mix of relevant knowledge and experience as well as independence of judgment and diversity of perspectives 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. The graphs below illustrate the Board's diversity in respect of education, nationality, age, gender and tenure.
Board diversity - education
Board diversity - nationality
Board diversity - age
Board diversity - gender
Board diversity - tenure
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.
All UPM 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 directors' biographical details and information on their career histories and key positions of trust are available under section Board composition.