The tasks and responsibilities of the Board committees are defined in their charters, which are approved by the Board. All the 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 chair and members are appointed by the Board annually.
Financial and Audit Committee
The Board has a Financial and Audit Committee to support the Board in maintaining the integrity of the Company’s financial and sustainability reporting and the Board’s control functions. It regularly reviews and monitors the system of internal control and internal audit as well as its efficiency, the management and reporting of financial risks, the audit process, the Company's procedures for monitoring related party transactions, the annual corporate governance report, and the Report of the Board of Directors including non-financial information. It makes recommendations regarding the appointment of external auditor for the Parent Company and the main subsidiaries, and monitors the auditor’s independence.
The Committee comprises three to five Board members who are independent of and not affiliated with the Company. The members of the Committee must have sufficient expertise and experience to be able to challenge and evaluate the Company's internal accounting function and internal and external audit functions. At least one member must have the relevant expertise in accounting and auditing as required by the applicable regulation. The Financial and Audit Committee meets regularly, at least four times a year. The Committee members meet the external and internal auditors regularly without the management being present. The Chair of the Committee presents a report on each Financial and Audit Committee meeting to the Board. The tasks and responsibilities of the Financial and Audit Committee are defined in its charter, which is approved by the Board. Financial and Audit Committee members may receive remuneration solely based on their role as directors. The compensation is decided by the shareholders at the AGM.
Current members
Richard Nilsson (Chair), Elisabeth Fleuriot and Astrid Hermann were elected as members of the Financial and Audit Committee on 20 March 2024.
Sustainability and Ethics Committee
The Board has a Sustainability and Ethics Committee which is responsible for overseeing the Company’s sustainability and ethical business conduct, its strive to be a responsible corporate citizen, and its contribution to sustainable development. The Committee regularly reviews Stora Enso’s Sustainability Strategy and Ethics and Compliance Strategy and, in accordance with Stora Enso’s corporate governance structure, oversees their effective implementation as well as reviews the Company’s external sustainability reporting. In its work the Committee takes into consideration Stora Enso’s Purpose and Values as well as the Stora Enso Code and Business Practice Policy. The topics of the Committee meetings include safety, sustainability (in particular, climate change, circularity and biodiversity) and ethics.
The Committee comprises two to four Board members who are nominated annually by the Board. The members are independent of and not affiliated with the Company. At least one Committee member is expected to have sufficient prior knowledge and experience in handling sustainability and ethics matters.
The Committee meets regularly, at least twice a year. The Chair of the Committee presents a report on each Sustainability and Ethics Committee meeting to the Board. The tasks and responsibilities of the Committee are defined in its charter, which is approved by the Board. Sustainability and Ethics Committee members may receive remuneration solely based on their role as directors. The compensation is decided by the shareholders at the AGM.
Current members
Christiane Kuehne (Chair), Helena Hedblom and Richard Nilsson were elected as members of the Sustainability and Ethics Committee on 20 March 2024.
People and Culture Committee
The Board has a People and Culture Committee which is responsible for recommending and evaluating executive nominations and remunerations (including reviewing and recommending the CEO’s remuneration), evaluating the performance of the CEO, and making recommendations to the Board relating to management remuneration issues generally, including equity incentive remuneration plans. The People and Culture Committee also reviews the Remuneration Report and the Remuneration Policy. There is a People and Culture Committee representative present at the AGM to answer questions relating to management remuneration. The Board appoints the CEO and approves his/her remuneration as well as the nomination and compensation of other members of the Group Leadership Team (GLT).
The Committee comprises three to four Board members who are independent of and not affiliated with the Company. The People and Culture Committee meets regularly, at least once a year. The Chair of the People and Culture Committee presents a report on each People and Culture Committee meeting to the Board. The tasks and responsibilities of the People and Culture Committee are defined in its charter, which is approved by the Board. People and Culture Committee members may receive remuneration solely based on their role as directors. The compensation is decided by the shareholders at the AGM.
Current members
Kari Jordan (Chair), Håkan Buskhe and Reima Rytsölä were elected as members of the People and Culture Committee on 20 March 2024.
