The ultimate responsibility for the management and operations of Metso lies with the governing bodies of the parent company, Metso Corporation, registered and existing under the laws of Finland.
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These governing bodies are the General Meeting of Shareholders, the Board of Directors, and the President and Chief Executive Officer (CEO). Further, the Metso Leadership Team, operating under the authority of the President and CEO, has been formed for the efficient management of the company.
The governance principles applicable to the company are a combination of the laws of Finland, the Articles of Association approved by the General Meeting of Shareholders and the Corporate Governance Policy approved by the Board of Directors. Metso follows the new Finnish Corporate Governance Code (the "Code") for listed companies issued by the Securities Market Association in 2020. The Code is based on listed companies' self-regulation and it complements the statutory procedures.
The aim of the Code is to harmonize practices of corporate governance of Finnish listed companies', as well as the information given to shareholders and other investors. It aims also to improve the transparency of the governing bodies and that the corporate governance practices of Finnish listed companies’ are of a high international standard. The Code is available on the Securities Market Association website at www.cgfinland.fi. In addition, Metso abides by all guidelines and instructions issued by the Financial Supervision Authority, Nasdaq Helsinki Ltd. and the Finland Chamber of Commerce, e.g. in the fields of insider management, own shares, communications and takeovers.
Metso’s Corporate Governance Statement will be prepared in accordance with the corporate governance reporting requirements of the Finnish Corporate Governance Code and related instructions issued by the Securities Markets Association. Metso’s Corporate Governance Statement will be issued separately from the Financial Statements annually. In addition, Metso’s Corporate Governance Policy in its entirety will be published and maintained on the Metso website.
1 § Business name and domicile
The business name of the Company is Metso Oyj in Finnish and Metso Corporation in English. The domicile of the Company is Helsinki.
2 § Line of business
The Company’s line of business is to carry on, by itself or through its subsidiaries, the design, manufacture and construction of and trade in methods, machinery, devices, equipment, spare parts and production facilities for the mining, ore cleaning, metallurgical and other processing industry, metals forming technology, materials technology, energy technology and environmental protection, the production and sale of technical design, project services and research and product development services for the processing industry, energy technology and environmental protection, including any industrial and commercial operations and the sale of business management and consultancy services as well as sale and manufacture of spare parts and offer of maintenance services based on or relating to these activities or know-how acquired in this sphere of activities. The Company may own and control domestic and foreign securities, raise and grant loans, grant securities and give its property in pledge. Within the limits of its field of activity, the Company may establish domestic or international companies and consortiums.
3 § Book-entry system
The shares of the Company are registered in the book-entry system.
4 § Board of Directors
The Board of Directors consists of at least five and no more than ten members of the Board of Directors. The Chairman and the Vice Chairman of the Board of Directors shall be elected by the General Meeting.
The term of office for a member of the Board of Directors begins as of the General Meeting in which the member of the Board of Directors has been elected and expires at the conclusion of the first Annual General Meeting following the election.
5 § President and CEO and Deputy President and CEOs
The Board of Directors shall elect the President and CEO and may elect one or more Deputy President and CEOs.
6 § Representation right
The right to represent the Company shall be vested with the Chairman of the Board of Directors, a member of the Board of Directors and the President and CEO, two together, and with the persons given the right by the Board of Directors to represent the Company, two together, or with each one separately together with the Chairman of the Board of Directors, a member of the Board of Directors, or together with the President and CEO.
7 § Financial year
The Company’s financial year is a calendar year.
8 § Auditor
The Company has one (1) auditor. The auditor shall be an audit firm approved by the Patent and Registration Office with an authorized public accountant as the auditor in charge. The term of office of the auditor expires at the end of the Annual General Meeting following the election.
9 § Notice to convene a meeting
The Board of Directors shall issue a notice to convene the General Meetings of Shareholders by publishing the notice in one or more daily newspapers with a wide circulation, or on the Company’s website no earlier than three (3) months before the last day for advance notice under Article 10 and at the latest three (3) weeks before the General Meeting, but in any case, at least nine (9) days before the record date of the General Meeting, as referred to in the Finnish Companies Act.
10 § Time and place of the meeting and advance notice
In order to attend the General Meeting a shareholder shall give an advance notice to the Company prior to
the end of the advance notice period set out in the notice convening the meeting. The last day for advance
notice may be assigned to be no earlier than ten days before the meeting and it may not be assigned to be
on a Sunday, Saturday, Midsummer’s Eve, Christmas Eve, New Year’s Eve or any other public holiday.
The General Meeting may be held in the domicile of the Company, Espoo or Vantaa. In addition, the Board
of Directors may resolve on organizing the General Meeting without a meeting venue whereby the
shareholders have the right to exercise their power of decision in full in real time during the meeting using
telecommunication connection and technical means.
11 § Annual General Meeting
At the Annual General Meeting, the following shall be:
presented:
the Financial Statements of the Company, which also include the Financial Statements of the Group, and the report of the Board of Directors; and
the Auditor’s reports concerning the Company and the Group;
resolved:
approval of the Financial Statements of the Company, which also include the approval of the Financial Statements of the Group;
any measures justified by the profit indicated by the confirmed balance sheet, as well as the date at which any possible dividend is payable to the shareholders;
releasing the members of the Board of Directors and the President and CEO from liability; 6. the number of members of the Board of Directors;
the remuneration of the Chairman, Vice Chairman and other members of the Board of Directors as well as the Auditor;
any other matters submitted to the General Meeting by the Board of Directors, Auditor or shareholders sufficiently in advance so that the matter can be included in the notice convening the meeting; and
any other matters specified in the notice convening the meeting; and
elected:
the Chairman, Vice Chairman and other necessary members of the Board of Directors; and
Auditor.