Metso’s Board consists of five to eight members, which the Annual General Meeting elects for a term that lasts until the end of the next Annual General Meeting. According to the Finnish Act on Personnel Representation in the Administration of Undertakings, a personnel representative participates in the meetings as an invited expert with no voting rights or legal liability for the Board’s decisions. There is no specific order of appointment of Board members.
The Board is convened by the Chairman, or if the Chairman is unavailable, by the Vice Chairman. The Board has a quorum when more than half of the members are present and one of these is the Chairman or the Vice Chairman. A decision of the Board shall be carried by a majority of those present or, in the case of a tie, the Chairman shall have the casting vote. Matti Kähkönen, Metso’s President and CEO, and Eeva Sipilä, CFO, participate in the Board meetings, and Aleksanteri Lebedeff, General Counsel, acts as Secretary of the Board. Other Metso Executive Team members and other executives participate in the meetings when needed.
To approve Metso’s long-term goals and strategy
To approve annual business and other major action plans
To approve Metso’s organizational structure and the principles for the incentive systems
To appoint and dismiss the President and CEO;and to approve the appointment and dismissal of the Deputy to the CEO, the Metso Executive Team members and the Presidents of the reporting segments based on a proposal by the President and CEO
To monitor and evaluate the performance of the President and CEO and to decide upon his/her remuneration and benefits
To ensure that the supervision of the accounting and financial matters is properly organized, and to ensure proper preparation of the interim and annual financial statements
To ensure the adequacy of planning, information and control systems for monitoring the bookkeeping and handling of financial matters and risk management
To make proposals for and convene the Annual General Meeting of Shareholders and Extraordinary Meetings of Shareholders
To decide upon other matters that do not belong to day-to-day operations or matters that are of major importance, such as major investments, acquisitions and divestitures, major joint ventures and loan agreements as well as major financial guarantees. The Board also decides upon principles within the framework of which Metso’s management can make decisions on investments, business acquisitions and divestitures, and financial guarantees
To approve Metso’s corporate policies in key management areas, like corporate governance, risk management, financial control, treasury, internal control, information security, corporate communications, human resources, environment and disclosure policy, and code of conduct. Metso’s President and CEO approves more detailed and supplementary guidelines for the application of the Board approved policies.
The Board has two permanent committees: an Audit Committee and a Remuneration and HR Committee. The Board elects the members of the permanent committees from among its members at its annual assembly meeting and monitors the activities of the committees. The committees have charters approved by the Board.
The Board’s Audit Committee monitors the company’s financial reporting and prepares issues for the Board related to the monitoring of Metso’s financial situation, financial reporting, auditing, and risk management. The Audit Committee convenes at least four times per year. It consists of the committee’s Chairman and two members, all of whom are elected by the Board from among the members independent of the company. At least one of the members must be independent of significant shareholders. The Audit Committee members must have the qualifications necessary to perform the responsibilities of the committee and at least one member must have expertise specifically in accounting, bookkeeping or auditing.
Among other things, the Audit Committee:
- Assesses Metso’s draft financial statements and interim reports, accounting policies, accounting principles of significant or exceptional business transactions, management forecasts and statements relating to Metso’s short-term outlook
- Assesses compliance with laws and provisions and with internal instructions, as well as assesses the efficiency of internal control and risk management
- Reviews Metso’s Corporate Governance Statement
- Approves the audit plans of internal and external auditors and follows up reporting related to these plans
- Prepares for the election of independent auditors, monitors the statutory auditing of the financial statements and consolidated financial statements, assesses and reviews the auditors’ reports with the auditors, and assesses the quality and scope of the audit. Additionally, it assesses the independence of the auditors, particularly any impact on independence arising from other services they offer to Metso
- Assesses Metso’s financial reporting and reporting methods in collaboration with the company’s management, internal audit and an external auditor or other external experts
- Approves the procurement principles for external auditing services and an external auditor’s annual auditing fees
- Maintains procedures enabling the receiving and processing of complaints related to accounting, internal control and internal auditing, and the possible anonymous and confidential reporting of misconduct, fraud, and accounting and auditing issues
Remuneration and HR Committee
The Remuneration and HR committee convenes at least twice a year and consists of the committee chairman and at least two members. All the members are independent of the company. The President and CEO participates in the meetings, except when the agenda includes items relating to him.
Among other things, the Remuneration and HR Committee
- Reviews and monitors the competitiveness of Metso’s remuneration and incentive systems and the development of Human Resources related issues, such as competence and talent development and the successor planning of Metso’s senior management
- Evaluates the performance and compensation of the President and CEO
- Prepares and makes proposals to the Board for the compensation and benefits of the President and CEO
- Makes proposals to the Board for the appointment of the Metso Executive Team members, based on the President and CEO’s preparations
- Decides upon the remuneration and benefits of the Metso Executive Team members. The committee may authorize its Chairman to decide upon the remuneration and benefits of these officers. The President and CEO submits the proposed remuneration and benefits of the other officers reporting to the President and CEO to the committee Chairman for approval.
The Audit Committee consists of Arja Talma (Chairman), Lars Josefsson and Nina Kopola. The Remuneration and HR Committee consists of Mikael Lilius (Chairman), Christer Gardell and Ozey K. Horton Jr.