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Stora Enso is managed by the Board acting in accordance with the Finnish Companies Act as well as other applicable legislation.
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, 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 GLT;
–remuneration of the CEO;
–appointment and dismissal of the CEO and approval of heads of divisions and other members based on CEO’s proposal belonging to the GLT;
–appointment of Committee Chairs and members;
–remuneration of GLT members based on CEO’s proposal;
–review talent management and succession planning process (in particular CEO);
• economic and financial matters:
–approval and review of annual budget;
–approval of loans and guarantees, excluding intra-group loans and guarantees;
–approval of share repurchases, if any, as well as report of share repurchases;
–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;
–receive relevant analyst meeting presentations and analyst reports;
• other matters:
–report of the CEO on the group’s operations;
–reports of the Financial and Audit Committee, People and Culture Committee, and Sustainability and Ethics Committee by the chairs of the respective committees. The recommendations and proposals by the Shareholders’ Nomination Board shall be reported to the Board by the Chair 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.
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.
The AGM approved the proposal by the Shareholders' Nomination Board, in accordance with which the current members of the Board of Directors – Håkan Buskhe, Elisabeth Fleuriot, Helena Hedblom, Astrid Hermann, Kari Jordan, Christiane Kuehne, and Richard Nilsson – were re-elected members of the Board of Directors until the end of the following AGM and that Reima Rytsölä was elected new member of the Board of Directors for the same term of office. In accordance with the proposal by the Shareholders' Nomination Board, the AGM elected Kari Jordan as Chair of the Board of Directors and Håkan Buskhe as Vice Chair of the Board of Directors.
