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.
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 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.
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.