Operations of the Board of Directors

The Board of Directors is responsible for the administration and proper organization of the Company’s operations. The Board also decides on significant matters related to strategy, investments, organization and finances, and ensures that the Company operates according to its established values in all its operations.

The Board of Directors of Valmet meets when a meeting is convened by the Chair or, if the Chair is unavailable, the Vice Chair. The Board of Directors constitutes a quorum when more than half its members are present, and one is the Chair or the Vice Chair. A resolution of the Board of Directors will be the opinion which is supported by more than half the members present or, in the event of a tied vote, the opinion with which the Chair of the meeting concurs. The President and CEO and CFO of Valmet participate in the meetings of the Board of Directors, and the General Counsel acts as secretary of the Board of Directors. Other members of Valmet’s Executive Team and other executives participate in the meetings when required.

In 2023, the Board convened 11 times, with a total attendance rate of 99 percent.

Valmet’s Board of Directors consists of no less than five and no more than eight members. The members of the Board of Directors will be elected for a term expiring at the closing of the following Annual General Meeting.

Remuneration of the Board of Directors is decided by the Annual General Meeting, read more on the Board's annual remuneration.

Main duties of the Board of Directors

The approval of Valmet’s long-term goals and strategy;
The approval of the annual business plan and other major action plans;
The approval of Valmet’s organizational structure and the principles for the incentive systems;
The appointment – and if necessary, the dismissal – of the President and CEO;
The monitoring and evaluation of the performance of the President and CEO and deciding on his/her remuneration and benefits;
Ensuring that the supervision of the accounting and financial matters is properly organized, and ensuring the proper preparation of the interim and annual financial statements;
Ensuring the adequacy of planning, information and control systems for monitoring results and managing risks in operations;
The approval of Related Party transactions that are not part of the Company’s ordinary course of business or are not implemented under arm’s-length terms;
Making proposals for and convening the General Meetings of Shareholders;
Deciding on other matters not belonging to the day-to-day operations, such as major investments, acquisitions and divestitures, and major joint ventures and loan agreements;
The approval of Valmet’s corporate policies in key management areas such as code of conduct, corporate governance, including insider guidelines, risk
management, financial control, treasury, internal control, corporate communications, human resources, health, safety and the environment, disclosure, and related party transactions;
The conduct of an annual evaluation of its operations and working methods; and
Deciding on other matters falling under the Board’s responsibility by law.

Diversity principles

The composition of the Board of Directors should reflect the Company’s operations and the markets in which it operates. Sufficient diversity at the Board of Directors level is relevant in ensuring the efficient and optimal work and performance of the Board of Directors.

The Corporate Governance Code rationalize the importance of diversity of the board of directors as a supporting element for the company’s business operations and development. Valmet Oyj fully supports this direction. Diversity of the knowhow, experience, and opinions of the directors promotes the ability to have an open-minded approach to innovative ideas and also the ability to support and challenge the company’s operative management. Moreover, diversity can be seen to promote open discussion, independent decision-making and also good corporate governance, efficient supervision of the company’s directors and executives, as well as succession planning.

The Valmet Nomination Board charter sets forth the requirements and qualities the Board of Directors shall have. In particular, the Board of Directors as a whole shall have sufficient knowledge of and competence in:

a) the Company’s business activities and industry;

b) the management of a public limited company of corresponding size;

c) group and financial management;

d) strategy and corporate acquisitions and restructurings;

e) internal control and risk management; and

f) corporate governance.

To complement the requirements and qualities above the following main principles of Board diversity will be the objectives when considering the composition of the Board of Directors:

promote breadth of experience and varied educational background
relevant professional background with versatile depth of insight and relevant qualifications
technological and financial knowledge and knowhow, especially in the Company’s field of business and industry
balanced gender diversity
divergent age demographic
international, geographical and cultural variance
adequate commitment with regards to time contribution, availability and engagement.

Board of Directors in 2024

The Annual General Meeting confirmed the number of Board members as eight and reappointed Mikael Mäkinen as Chair of Valmet Oyj's Board and Jaakko Eskola as Vice Chair. Anu Hämäläinen, Pekka Kemppainen, Per Lindberg and Monika Maurer were re-elected as Board members, and Annareetta Lumme-Timonen and Annika Paasikivi were elected as new Board members. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2025.

Board of Directors in 2023

The Annual General Meeting confirmed the number of Board members as eight and reappointed Mikael Mäkinen as Chairman of Valmet Oyj's Board and Jaakko Eskola as Vice-Chairman. Aaro Cantell, Anu Hämäläinen, Pekka Kemppainen, Per Lindberg, Monika Maurer and Eriikka Söderström will continue as members of the Board. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2024.

Board of Directors in 2022

The Annual General Meeting confirmed the number of Board members as eight (8), however, before the completion of the merger of Valmet and Neles Corporation (“Neles”) (the “Effective Date”), the number of members of the Board of Directors be six (6).

The Annual General Meeting resolved to confirm in accordance with the Nomination Board’s proposal that Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer, Mikael Mäkinen, and Eriikka Söderström were re-elected as Board members, and Jaakko Eskola and Anu Hämäläinen were elected conditionally as new Board members for the term commencing on the Effective Date. Mikael Mäkinen was re-elected as the Chairman of the Board and Aaro Cantell was re-elected as the Vice-Chairman of the Board until the Effective Date from which date on Jaakko Eskola shall act as the Vice-Chairman of the Board.