The composition and number of members of the Board of Directors must facilitate effective fulfilment of the Board’s tasks. The composition of the Board of Directors takes into account the development phase of the Company, the special requirements of the industry and the needs of the Company’s operations. Both sexes are represented in the Board of Directors. A member of the Board must possess the competence required by the task and the opportunity to allocate sufficient time for the task.
According to the Articles of Association, a minimum of five and a maximum of ten regular members shall be appointed to the Board of Directors by the shareholders in the Annual General Meeting for a one-year period at a time. The number of consecutive terms is not limited. At present, the Board has nine regular members. The Board appoints a Chairperson and a Vice Chairperson among its members. The Annual General Meeting of 2011 appointed the following persons as members of the Board of Directors:
Kari Jordan, born 1956, Chairman, M.Sc. (Econ.)
Martti Asunta, born 1955, Vice Chairman, M. Sc. (For.)
Mikael Aminoff, born 1951, M. Sc. (For.)
Kirsi Komi, born 1963, independent member, L.L.M.
Kai Korhonen, born 1951, independent member, M. Sc. (Eng.), eMBA
Liisa Leino, born 1960, independent member, M. Sc. (Nutrition)
Juha Niemelä, born 1946, independent member, M. Sc. (Econ.)
Antti Tanskanen, born 1946, independent member, Ph.D. (Econ.) and
Erkki Varis, born 1948. independent member, M. Sc. (Eng.)
A majority of the members of the Board of Directors are independent of both the Company and its significant shareholders. Board member Antti Tanskanen has acted as member (independent of operative management) continuously for more than 12 years. Tanskanen is a known Board professional who enjoys a reputation of trust throughout the society and has several other positions of trust outside the Company. Therefore, the Board of Directors has deemed Tanskanen independent of the Company and its significant shareholders based on an overall evaluation.
To assess the independence and impartiality of the members of the Board of Directors, the members shall notify the company of circumstances that may have an impact on the member’s ability to act without conflict of interest. In situations where the Board of Directors processes a business or other contractual relationship or connection with Metsäliitto Cooperative or its other subsidiary, the Board of Directors acts, if necessary, without those of its members who are dependent on Metsäliitto Cooperative.