The Board of Directors oversees the management and operations of Valmet. It also decides on significant matters related to strategy, investments, organization and finances. The Board of Directors of Valmet will meet when a meeting is convened by the Chairman or, if the Chairman is unavailable, the Vice Chairman. The Board of Directors constitutes a quorum when more than one-half of its members are present and one of them is the Chairman or the Vice Chairman. A resolution of the Board of Directors will be the opinion which is supported by more than one-half of the members present or, in case of a tie vote, the opinion with which the chairman of the meeting concurs.
The President and CEO of Valmet and the CFO participate in the meetings of the Board of Directors, and the General Counsel acts as the secretary of the Board of Directors. Other members of the Valmet’s Executive Team and other executives participate in the meetings when needed.
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. The members of the Board of Directors may be appointed or removed only by a shareholders’ resolution at a general meeting of shareholders.
Remuneration of the Board of Directors is decided by the Annual General Meeting, read more on the Board's annual remuneration.
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:
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.
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.
The Annual General Meeting held on March 23, 2021 confirmed the number of Board members as eight and reappointed Mikael Mäkinen as Chairman of Valmet Oyj's Board and Aaro Cantell as Vice-Chairman. Pekka Kemppainen, Monika Maurer, Eriikka Söderström, Tarja Tyni and Rogério Ziviani will continue as members of the Board. Per Lindberg was elected as a new Board member.
The Board of Directors of Valmet Oyj held its organizing meeting after the Annual General Meeting. The Board of Directors noted that all Board members are independent of the company. With the exception of Aaro Cantell, the board members are independent of the company's significant shareholders. Valmet's definition of Board members' independence complies with the Finnish Corporate Governance Code.
In 2021, the Board of Directors’ focus continued to be on the development of Valmet’s long-term strategy, and further developing Valmet’s succession planning process in order to ensure sustainable value creation. In addition, the Board of Directors’ main focus has been on the Valmet-Neles merger and integration planning.
The Valmet Board of Directors undertakes annual evaluations of the Board’s work, its committees and directors. As in previous years, in 2021, an external Board evaluation was conducted. The Board of Directors have internally reviewed and discussed the evaluation results and based on the evaluation findings, the previously determined development areas were also reviewed. The evaluation concluded that the Board felt there had been positive improvements in their work and in the collaborative culture of the Board as well as good development in the key issues and challenges arising from the previous evaluation.