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Composition, responsibilities and duties of the Board

Stora Enso is managed by the Board according to International Corporate Governance Principles (based on OECD Principles of Corporate Governance of 2015).
Board structure and independence
 
According to the Company’s Articles of Association, the Board comprises six to eleven ordinary members appointed by the shareholders at the AGM for a one-year term. It is the policy of the Company that the majority of the directors shall be independent of the Company. In addition, at least two of the directors comprising this majority shall be independent of significant shareholders of the Company. A significant shareholder is a shareholder that holds at least 10% of all the Company’s shares or the votes carried by all the shares or a shareholder that has the right or the obligation to purchase the corresponding number of already issued shares. The independence is evaluated yearly in accordance with recommendation 10 of the Finnish Corporate Governance Code of 2015.

All directors are required to deal at arm’s length with the Company and its subsidiaries and to disclose circumstances that might be perceived as a conflict of interest.

Working order of the Board
The working order describes the working practices of the Board. A summary of key contents is presented below.

Board meetings
• occur regularly, at least five times a year, according to a schedule decided in advance;
• special Board meetings shall, if requested by a Board member or the CEO, be held within 14 days of the date of request;
• agenda and material shall be delivered to Board members one week before the meeting.

Information
• the Board shall receive information monthly concerning financial performance, the market situation and significant events within the Company’s and the group’s operations;
• Board members shall be informed about all significant events immediately.

Matters to be handled at Board meetings
• matters specified by the Finnish Companies Act;
• approval of business strategy;
• organisational and personnel matters
» decisions concerning the basic top management organisation;
» decisions concerning the composition of the Group Leadership Team;
» remuneration of the CEO;
» appointment and dismissal of the CEO and approval of heads of divisions and other senior officers belonging to the GLT;
» appointment of Board committees (including chairmen);
• economic and financial matters
» review of annual budget;
» approval of loans and guarantees, excluding intra-group loans and guarantees;
» report of share repurchases, if any;
» approval of Group Risk Management Policy according to Financial and Audit Committee’s proposal;
• investment matters
» approval of investment policy of the group;
» approval of major investments;
» approval of major divestments;
• other matters
» report of the CEO on the group’s operations;
» reports of the Remuneration Committee, Financial and Audit Committee and Sustainability and Ethics Committee by the chairmen of the respective committees. The recommendations and proposals by the Shareholders’ Nomination Board shall be reported to the Board by the Chairman of the Board.
» approval and regular review of the Corporate Governance policy and the charters of the Board committees;
» annual self-assessment of Board work and performance as well as independence;
• other matters submitted by a member of the Board or the CEO.
 
AGM 2018

The AGM approved the proposal that of the current members of the Board of Directors – Anne Brunila, Jorma Eloranta, Elisabeth Fleuriot, Hock Goh, Christiane Kuehne, Richard Nilsson, Göran Sandberg, and Hans Stråberg – be re-elected members of the Board of Directors until the end of the following AGM and that Antti Mäkinen be elected new member of the Board of Directors for the same term of office. The AGM elected Jorma Eloranta as Chairman of the Board of Directors and Hans Stråberg as Vice Chairman. 

 
In 2017
The Board had nine members at the end of 2017, all of them independent of the Company. The Board members are also independent of significant shareholders of the Company with the exception of Richard Nilsson (investment Manager at FAM AB) and Göran Sandberg (position as executive director of majority shareholders of FAM AB).

The Board members nominated at the AGM in 2017 were Jorma Eloranta (Chairman), Hans Stråberg (Vice Chairman), Anne Brunila, Elisabeth Fleuriot, Hock Goh, Christiane Kuehne, Mikael Mäkinen, Richard Nilsson and Göran Sandberg. The Board convened 10 times during the year.

In its meeting after the AGM on 27 April 2017 the Board discussed focus areas for its work. The Board agreed that these areas for the year to come should be (1) acceleration of growth, (2) improvement of efficiency and productivity and (3) talent management. Various matters have based on the agenda been discussed, reviewed and decided in the Board. Further, the CEO has on a monthly basis reported progress on the same to the Board.

The Board has conducted an internal self-evaluation relating to the Board’s work, which together with the evaluation of the Board members’ independence has been provided to the Shareholders’ Nomination Board for information. The Board performance evaluation has also included Board member interviews performed by the Board Chairman, the result of which has been reported to the Shareholders’ Nomination Board.