Board remuneration in 2026 and 2025
Proposal to the Annual General Meeting for the Board remuneration in 2026
The Board’s Nomination and Governance Committee proposes to the Annual General Meeting of UPM that the remuneration of the Chair, Deputy Chair and other members of the Board remains unchanged, and that the Chair of the Board be paid an annual base fee of €240,000, the Deputy Chair of the Board an annual base fee of €150,000 and other members of the Board an annual base fee of €120,000.
The Nomination and Governance Committee further proposes that the remuneration of the Chairs and members of both the Remuneration Committee and the Nomination and Governance Committee be raised while the remuneration of the Chair and members of the Audit Committee remains unchanged, and that the members of the Board’s committees be paid annual committee fees as follows:
- Audit Committee: Chair €50,000 and members €30,000
- Remuneration Committee: Chair €30,000 (previously €27,500) and members €15,000 (previously €10,000)
- Nomination and Governance Committee: Chair €30,000 (previously €20,000) and members €15,000 (previously €10,000).
The annual base fees are proposed to be paid in Company shares and cash so that approximately 40 percent will be payable in the Company shares to be purchased on the Board members’ behalf, and the rest in cash. The Company will pay any costs and transfer tax related to the purchase of the Company shares. Shares thus purchased may not be transferred within two years from the purchase date or until the director’s membership of the Board has ended, whichever occurs first. The annual committee fees are proposed to be paid in cash. If the term of a member of the Board terminates before the Annual General Meeting of 2027, the Board has a right to resolve upon potential reclaim of the annual fees as it deems fit.
In addition, the Board’s Nomination and Governance Committee proposes that directors are compensated for actual travel and accommodation expenses related to Board and Committee work against invoices.
Board remuneration in 2025
The Annual General Meeting 2025 resolved that the Chair of the Board is paid an annual base fee of €240,000, the Deputy Chair of the Board €150,000, and other members of the Board €120,000.
The AGM 2025 further resolved that the members of the Board’s committees be paid annual fees as follows: Audit Committee: Chair €50,000 and members €30,000; Remuneration Committee: Chair €27,500 and members €10,000; and Nomination and Governance Committee: Chair €20,000 and members €10,000.