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Corporate Governance

Regulatory framework

The duties of Metso Corporation’s bodies are governed by Finnish legislation and the duties of its subsidiaries’ bodies by the legislations of their place of business. Metso complies with the Finnish Corporate Governance Code (“the Code”) issued by the Securities Market Association and which came into effect on October 1, 2010, as well as with the corporate governance principles defined by our Board of Directors; these principles are based on the Finnish Companies Act and the Finnish Securities Markets Act. The Code is publicly available on http://cgfinland.fi/en/. Metso complies with the Code entirely and has not deviated from its recommendations. In our decision-making and governance, we also comply with other Finnish legislation and regulations, our Articles of Association, the guidelines for insiders published by NASDAQ OMX Helsinki Ltd (hereinafter the Helsinki Exchange) as well as the Finnish Central Chamber of Commerce’s Helsinki Takeover Code.

The Audit Committee of Metso’s Board of Directors has reviewed 2012 Corporate Governance Statement.

We prepare consolidated financial statements and interim reports in accordance with the International Financial Reporting Standards (IFRS), as adopted by EU, the Finnish Securities Markets Act as well as the applicable Finnish Financial Supervision Authority’s standards and Helsinki Exchange’s rules. The Board of Directors’ report of Metso and the Parent Company financial statements are prepared in accordance with the Finnish Accounting Act and the guidelines and statements of the Finnish Accounting Board.

Governing bodies of Metso

Metso’s supreme decision-making body is the Annual General Meeting of Shareholders. The Board of Directors (Board) and the President and CEO are responsible for the management of Metso. Other Metso executives have an assisting and supporting role. The Board seeks to ensure the compliance of good corporate governance principles within Metso.

Compliance with laws and Code of Conduct

In all our operations we seek to comply with applicable laws and statutes as well as generally accepted practices. Additionally, our operations are guided by Metso’s Code of Conduct, internal policies and guidelines as well as values. Our Code of Conduct describes Metso’s corporate culture, commonly accepted practices and commitment to compliance with laws and regulations. They support Metso’s responsible operations, sustainability and our success. The foundation of our Code of Conduct is the UN Universal Declaration of Human Rights, the UN Global Compact initiative, which we have endorsed, and the International Labor Organization’s (ILO) declaration on Fundamental Principles and Rights at Work. When applicable, the OECD’s Guidelines for Multinational Enterprises are also incorporated into our Code of Conduct.

We require that each one of our employees is familiar with the legislation and operating guidelines of their own areas of responsibility. Business management is responsible for the internal control of the operations in their respective sector. In conjunction with internal audits, we strive to ensure that everyone in the unit being audited is familiar with and compliant with the laws, regulations and principles relating to their own work. In addition to Metso’s management, the due course of operations is monitored by the Board’s Audit Committee, which reports any misconduct to the Board.

Last updated Apr 11, 2013