BOD composition, responsibilities and duties

Stora Enso is managed by the Board acting in accordance with the Finnish Companies Act as well as other applicable legislation.

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. 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 the Finnish Corporate Governance Code.

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, 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.

• 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;
- 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 Remuneration Committee, Financial and Audit 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.

AGM 2020

The AGM approved the proposal that of the current members of the Board of Directors – Jorma Eloranta, Elisabeth Fleuriot, Hock Goh, Mikko Helander, Christiane Kuehne, Antti Mäkinen, 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 Håkan Buskhe be elected new member of the Board of Directors for the same term of office. The AGM elected Jorma Eloranta as Chair of the Board of Directors and Hans Stråberg as Vice Chair.

Board of Directors