Board of Directors

The Board oversees the management and operations of Metso. It also decides on significant matters related to strategy, investments, organization and finances.

Board in general

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. Metso’s President and CEO, and CFO, participate in the Board meetings, and General Counsel, acts as Secretary of the Board. Other Metso Executive Team members and other executives participate in the meetings when needed.

Board's main duties

  • 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.

Board authorizations ( approved by the AGM on March 22, 2018)

AuthorizationMaximum numberValidityPurpose of use

Repurchase and conveyance of the company’s own shares

10 million shares (6.7% of shares)

Until June 30, 2019

1. Development of the company’s capital structure
2. Financing or carrying out acquisitions, investments or other business transactions
3. Management’s incentive plans

Issuance of shares and issuance of special rights entitling to shares

15 million shares (10% of shares)

Until June 30, 2020

Same as above.

A directed share issue may be executed without consideration only if there is an especially weighty financial reason to do so, taking the interests of all shareholders into account.

Board diversity

Diversity supports the Board of Directors’ optimal competence profile which enables the Board to support Metso in achieving its strategic goals now and in the future. Important diversity factors for Metso’s Board of Directors are:

  • mutually complementary expertise
  • educational background
  • experience in different professional areas and industrial sectors
  • experience in businesses in various stages of development
  • experience in international operating environments
  • leadership experience
  • personal capabilities
  • cultural background
  • age and gender breakdown

When planning the composition of the Board of Directors, the Nomination Board takes into consideration the needs and development phases of Metso’s businesses and the competence areas required by the Board and its committees. In addition, individuals must be qualified for the position, a good fit with Board’s competence profile and able to allocate enough time to carry out their responsibilities. To achieve a balanced representation of genders within the Board, the Nomination Board seeks to include representatives of both genders in the Board candidate search and evaluation process. The status and progress of diversity is monitored by the Nomination Board in its self-assessment. There is no specific order of appointment of the Board members.

More about Board diversity is available at www.metso.com/board.

Diversity of the Board in 2017

The Board of Directors in 2017 represents adequate diversity related to nationalities, professional competencies and gender. The Board has vast experience in different businesses as well as financials and financing. The Board members share different industry backgrounds.

   
   

Board of Directors and Committee work in 2017

The Annual General Meeting held on March 23, 2017, elected seven members to the Board.

In addition to the duties specified in its charter, the Board focused on succession planning and the election of the new President and CEO. The Board also reviewed the strategy and approved changes to our operating model and organizational structure to support the strategy execution.

Special emphasis in the Audit Committee’s work in 2017 was on development initiatives on mining project execution and their controls as well as on financial tools and reporting. This included the upcoming IFRS changes and their implications as well as various compliance-related initiatives. The Remuneration and HR Committee’s work was linked to support for the selection process and election of the new President and CEO as well as to the development of long-term incentive structures.

Board committees

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.

Audit Committee

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.

Current members

The Audit Committee consists of Arja Talma (Chairman), Nina Kopola and Antti Mäkinen. The Remuneration and HR Committee consists of Mikael Lilius (Chairman), Christer Gardell and Lars Josefsson.