Governance Governance Covers Part of Stora Enso’S Annual Report 2018 Stora Enso’S Governance Policy, Practices, and Actions As Well As Our Remuneration Statement
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Strategy Annual Report 2018 Governance Governance covers Part of Stora Enso’s Annual Report 2018 Stora Enso’s governance policy, practices, and actions as well as our remuneration statement. Sustainability Financials Governance Strategy Annual Report 2018 Contents Corporate Governance in Stora Enso 2018 ......................................2 Shareholders’ meetings .........................................................................2 Board of Directors (Board) .....................................................................3 Sustainability Board committees ..................................................................................7 Management of the Company ...............................................................8 Internal control and risk management related to financial reporting ................................................................10 Remuneration Statement ................................................................. 11 Decision-making procedure ................................................................ 11 Main principles of remuneration .......................................................... 11 Remuneration Report 2018 ..................................................................13 Members of the Board of Directors .................................................15 Members of the Group Leadership Team ....................................... 17 Appendix 1 ...........................................................................................20 Financials Governance 2 Stora Enso 2018: Governance Strategy Annual Report 2018 Corporate Governance in Stora Enso 2018 – Corporate Governance in Stora Enso 2018 Governance The duties of the various bodies within Stora Enso Oyj (“Stora Enso” Objectives and composition of governance bodies Chairman, Vice Chairman and the members of the Board of Directors Corporate Governance or the “Company”) are determined by the laws of Finland and by The shareholders exercise their ownership rights through the as well as the Auditor. in Stora Enso 2018 the Company’s corporate governance policy, which complies with shareholders’ meetings. The decision-making bodies with Shareholders may exercise their voting rights and take part in the the Finnish Companies Act and the Finnish Securities Market Act. responsibility for managing the Company are the Board and the CEO. decision-making process of Stora Enso by attending shareholders’ Shareholders’ meetings Sustainability The rules and recommendations of the Nasdaq Helsinki Oy and The Group Leadership Team (GLT) supports the CEO in managing meetings. Shareholders also have the right to ask questions of the Board of Directors (Board) Nasdaq Stockholm AB stock exchanges are also followed, where the Company. Company’s management and Board of Directors at shareholders’ Board committees applicable. The corporate governance policy is approved by the Day-to-day operational responsibility rests with the GLT meetings. Major decisions are taken by the shareholders at Annual Board of Directors (“Board”). members and their operation teams supported by various staff and or Extraordinary General Meetings. At a shareholders’ meeting, each Management of the Company Stora Enso complies with the Finnish Corporate Governance service functions. A share and each ten R shares carry one vote. Internal control and risk management Code issued by the Securities Market Association (the “Code”). The Board of Directors convenes a shareholders’ meeting by related to financial reporting The Code is available at cgfinland.fi. Stora Enso also complies publishing a notice to the meeting at the Company’s website not with the Swedish Corporate Governance Code (“Swedish Governance bodies more than three (3) months before the last day for advance notice Remuneration Statement Code”), with the exception of the deviations listed in Appendix 1 of attendance mentioned in the notice to the meeting and not less of this Corporate Governance Report. The deviations are due than three weeks before the date of the meeting. In addition, the Decision making procedure to differences between the Swedish and Finnish legislation, Company publishes details on the date and location of the meeting, Main principles of remuneration governance code rules and practices, and in these cases Stora Enso Shareholders’ meeting together with the address of the Company’s website, in at least two Remuneration Report 2018 follows the practice in its domicile. The Swedish Code is issued Shareholders’ Nomination Board Finnish and two Swedish newspapers. Other regulatory notices to the by the Swedish Corporate Governance Board and is available at shareholders are delivered in the same way. Members of the Board corporategovernanceboard.se. The Annual General Meeting is held by the end of June in Helsinki, This Corporate Governance Report is available as a PDF Finland. The Finnish Companies Act and Stora Enso’s Articles of of Directors Board of Directors document at storaenso.com/investors/governance. Association specify in detail that the following matters have to be dealt Financial and Audit Committee – Remuneration Committee Financials Members of the Group with at the AGM: – Sustainability and Ethics Committee Leadership Team General governance issues • presentation and adoption of the annual accounts The Board and the Chief Executive Officer (CEO) are responsible for • presentation of the report of the Board of Directors and the the management of the Company. Other governance bodies have an Auditor’s report Appendix 1 CEO assisting and supporting role. • use of the result and distribution of funds to the shareholders The Stora Enso group prepares Consolidated financial statements Ethics and Compliance Management Committee – • resolution concerning discharge of the members of the Board and and Interim Reports conforming to International Financial Reporting Group Leadership Team (GLT) the CEO from liability Standards (IFRS), and publishes Annual Reports as well as Interim • decision on the number and the remuneration of the members of Reports in Finnish, Swedish and English language. Stora Enso Oyj Auditing the Board and the Auditor prepares its Financial statements in accordance with the Finnish • election of the Chairman, Vice Chairman and other members of the Accounting Act. Internal Audit External Audit Board and the Auditor The Company’s head office is in Helsinki, Finland. It also has head • any other matters notified separately in the notice to the meeting. office functions in Stockholm, Sweden. Stora Enso has one statutory auditor elected by the shareholders In addition, the AGM shall take decisions on matters proposed by at the Annual General Meeting (AGM). Shareholders’ meetings the Board of Directors. A shareholder may also propose items for To the maximum extent possible, corporate actions and corporate The Annual General Meeting of shareholders (AGM) is held annually to inclusion in the agenda provided that they are within the authority of records are taken and recorded in English. present detailed information about the Company’s performance and the shareholders’ meeting and the Board of Directors was asked to Governance to deal with matters such as adopting the annual accounts, setting the include the items in the agenda no later than on the date set out by dividend (or distribution of funds) and its payment, and appointing the the Company, which must be not earlier than four weeks before the 3 Stora Enso 2018: Governance Strategy publication of the notice to the meeting and which will be announced Annual Report 2018 at the Company’s website no later than by the end of the financial year In 2018 of the Board of Directors as well as the assessment of each preceding the AGM. The Shareholders’ Nomination Board in 2018 comprised four director’s independence of the Company and of significant An Extraordinary General Meeting of Shareholders is convened members: Jorma Eloranta (Chairman of the Board), Hans Stråberg shareholders. The Board performance evaluation material has when considered necessary by the Board of Directors or when (Vice Chairman of the Board) and two other members appointed also included a report on Board member interviews by the requested in writing by the Auditor or shareholders together holding by the two largest shareholders, namely Harri Sailas (Solidium Oy) Chairman of the Board of Directors. The Shareholders’ Nomination a minimum of one tenth of all the shares to discuss a specified matter and Marcus Wallenberg (FAM AB). Marcus Wallenberg was elected Board has taken the results of the Board evaluation and the which they have indicated. Chairman of the Shareholders’ Nomination Board. requirements relating to director independence into account in its The main tasks of the Shareholders’ Nomination Board were work. The Shareholders’ Nomination Board further considers the – Corporate Governance in Stora Enso 2018 Governance to prepare the proposals for the AGM 2019 concerning Board principles of the Board Diversity Policy in preparing its proposal. members and their remuneration. The Shareholders’ Nomination The Shareholders’ Nomination Board has a charter that defines its Board during its working period 2018–2019 convened three (3) tasks and responsibilities in more detail. Corporate Governance In 2018 times. Each member of the Shareholders’ Nomination Board in Stora Enso 2018 Stora Enso’s AGM was held on 28 March 2018 in Helsinki, attended all the meetings. Jorma Eloranta and Hans Stråberg Remuneration Finland. Of all issued and outstanding