Stora Enso is managed by the Board of Directors under international corporate governance principles. The Board is among others responsible for overseeing the management and the proper organisation of Stora Enso’s operations.
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. The independence is evaluated yearly in accordance with recommendation 10 of the Finnish Corporate Governance
Code of 2015. 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.
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 in short
The Board’s working order describes the working practices of the Board. A summary of key contents is published in the Annual Report, Corporate Governance Report and on the website.
The Board appoints the CEO, Chief Financial Officer (CFO) and other GLT members.
The Board reviews and determines the remuneration of the CEO.
The Board supervises the operation and management of Stora Enso and decides on significant matters related to strategy, investments, organisation and finance.
The Board meets at least five times a year. The Board members meet regularly without management in connection with Board meetings.
The Board evaluates its performance annually.
The Board’s work is supported through its committees: the Financial and Audit Committee and the Remuneration Committee. Each committee's chairman and members are appointed by the Board annually.
The Board approves and reviews the Corporate Governance policy and the charters of the Board Committees.
The tasks and responsibilities of the Board Committees are defined in their charters, which are approved by the Board. Financial and Audit, Sustainability and Ethics, and Remuneration Committees:
evaluate their performance annually
are allowed to use external consultants and experts when necessary and
shall have access to all information needed.
Each Committee's chairman and members are appointed by the Board annually.
The AGM approved the proposal
that of the current members of the Board of Directors – Anne Brunila, Jorma
Eloranta, Elisabeth Fleuriot, Hock Goh, Mikael Mäkinen, Richard Nilsson, and
Hans Stråberg – be re-elected members of the Board of Directors until the end
of the following AGM and that Christiane Kuehne and Göran Sandberg be elected
new members of the Board of Directors for the same term of office.
The Board had eight members at the end of 2016, 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).
The Board members nominated at the AGM in 2016 were Gunnar Brock (Chairman), Jorma Eloranta (Vice Chairman), Anne Brunila, Elisabeth Fleuriot, Hock Goh, Mikael Mäkinen, Hans Stråberg and Richard Nilsson. The Board convened 8 times during the year.
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 Nomination Board for information.