Operations of the Board of Directors
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.
Main duties of the Board of Directors
- To approve Valmet’s long-term goals and strategy;
- To approve annual business and other major action plans;
- To approve Valmet’s organizational structure and the principles for the incentive systems;
- To appoint – and, if necessary, to dismiss – the President and CEO;
- To monitor and evaluate the performance of the President and CEO and to decide upon his/her remuneration and benefits;
- To ensure that the supervision of the accounting and financial matters is properly organized, and to ensure proper preparation of the interim and annual financial statements;
- To ensure the adequacy of planning, information and control systems for monitoring results and managing risks in operations;
- To make proposals for and convene the General Meetings of Shareholders;
- To decide upon other matters not belonging to the day-to-day operations, such as major investments, acquisitions and divestitures, and major joint ventures and loan agreements.;
- To approve Valmet’s corporate policies in key management areas, such as corporate governance, risk management, financial control, treasury, internal control, information security, corporate communications, human resources, environment and disclosure policy, and code of conduct; and
- To decide on other matters falling under the Board’s responsibility by law.
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 2020
The Annual General Meeting held on June 16, 2020 confirmed the number of Board members as seven 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. The term of office of the members of the Board of Directors expires at the close of the Annual General Meeting 2021
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.
Board of Directors in 2019
The Annual General Meeting of Valmet Oyj was held in Helsinki on March 21, 2019. The Annual General Meeting confirmed the number of Board members as seven and appointed 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 continued as members of the Board.
In its organizing meeting, all elected Board members were assessed by the Board of Directors independent of the company. With the exception of Aaro Cantell, all other board members were assessed independent of the company's significant shareholders. Valmet's definition of Board members' independence complies with the Finnish Corporate Governance Code.
In 2019 the Board convened 10 times with a total attendance rate of 98.6% and an individual attendance as follows: Mikael Mäkinen (8/8), Aaro Cantell (9/10), Pekka Kemppainen (10/10), Monika Maurer (10/10), Eriikka Söderström (10/10), Tarja Tyni (10/10), Rogério Ziviani (10/10), Bo Risberg until March 21, 2019 (2/2).
Main focus of the Board in 2019
In 2019, the Board of Directors main focus continued to be on Valmet’s long-term strategy, the strategic growth accelerators and succession planning of Valmet in order to ensure sustainable value creation.
The Valmet Board of Directors undertakes annual evaluations of the Board’s work, its committees and directors. In 2019, an external follow-up evaluation was conducted to the externally supported Board evaluations done in 2016–2018. 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 performance on the key issues and challenges arising from the previous evaluation.