Stora Enso is managed by the Board under international corporate governance principles.
According to the Company’s articles of association, the Board consists of 6–11 ordinary members appointed by the shareholders at the AGM for a one-year term. It is the policy of the Company that the Board shall have a majority of independent directors. To be considered “independent”, the Board must resolve that a director has no material relationship with the Company other than as a director. Currently, the Board has eleven ordinary members: nine non-executive members who are independent and not affiliated with Stora Enso and two executive members (CEO and Deputy CEO).
All directors are required to deal at arm’s length with the Company and its subsidiaries and to disclose circumstances that might be perceived as a conflict of interest. The shareholders at the AGM decide the remuneration of the Board members (including the remuneration of the members of the Board Committees). As a policy, remuneration is paid to non-executive members only.
The Board supervises the operation and management of Stora Enso and decides on significant matters relating to strategy, investments, organisation and finance.
The Board is responsible for overseeing management and for the proper organisation of Company operations. It is likewise responsible for overseeing the proper supervision of accounting and control of financial matters.
The Board has defined a working order, the principles of which are published in the annual report and on the Company’s website.
The Board elects a Chairman and a Vice Chairman from among the Board members and appoints the CEO, Deputy CEO and heads of product areas, divisions and staff functions. The Board approves the organisational structure of the Company.
The Board reviews and determines the compensation of the CEO.
The Board evaluates its performance annually. The Board also reviews the corporate governance policy annually and amends it when required.
The Board’s work is supported through its committees – the Financial and Audit Committee, the Nomination Committee and the Compensation Committee. Each committee’s chairman and members are appointed by the Board annually.
The Board meets at least five times a year. The non-executive Board members meet regularly without executive members in connection with the Board meetings.
In 2004
The Board of Directors had eleven members and convened eight times. On average directors attended 98% of the meetings.
Board Remuneration
| EUR |
Chairman |
Vice Chairman |
Board Member |
| 2004 |
135 000 |
85 000 |
60 000 |
| 2003 |
135 000 |
85 000 |
60 000 |
| 2002 |
135 000 |
85 000 |
60 000 |
See also Presentation of the Board of Directors
Note 6 - Board Remuneration
Note 28 - Board of Directors' Interests
