UPM Annual Report 2016

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UPM Annual Report 2016 73
Accounts
UPM Annual Report 2016 72
In brief Strategy Businesses Stakeholders Governance
CONTENTS
UPM-Kymmene Corporation (UPM or the company) follows the Finnish Corporate
Governance Code (Code) issued by the Securities Market Association. The Code
is available on the Securities Market Association’s website at .
UPM complies with all recommendations of the Code.
The primary source for UPM’s governance
practices and policies is UPM’s corporate website,
and especially the governance section, which can
be found under
This section is updated continuously during
the year. The below description of the corporate
governance focuses on the year 2016 and contains
references to the governance section on the
corporate website for additional information.
UPM’s Corporate Governance Statement 2016
and the Remuneration Statement dated
28 February 2017 and corresponding statements
for the previous years are also available in the
governance section on the corporate website.
UPM’s
governance structure
UPM-Kymmene Corporation is a Finnish limited
liability company with headquarters in Helsinki,
Finland. The parent company UPM and its
subsidiaries form the UPMGroup having
approximately 19,300 employees in 45 countries.
The group’s business operations are divided into
six business areas supported by the global
functions. UPM shares are listed on the Nasdaq
Helsinki exchange.
UPMuses a one-tier governance model,
which, in addition to the general meeting of
shareholders, comprises the Board of Directors
and the President and CEO as presented in
the illustration below. In the operative
management of the company, the President and
CEO is assisted by the Group Executive Team,
the Business Area Boards and the Strategy Team.
The general meeting elects the members of the
Board of Directors annually, and the Board of
Directors appoints the President and CEO, Our
governance
and the members of the Group Executive Team.
The members of the Group Executive Team
report directly to the President and CEO.
Governance guidelines
and compliance
programmes
UPM’s decision making, management and
operations are guided by UPM values and
the UPMCode of Conduct. Legal compliance
and responsible and ethical practices are
the foundation of all of UPM’s businesses.
The UPMCode of Conduct is available in 18
languages on the UPM intranet and on the
corporate website.
The UPMCode of Conduct has been revised
to respond to the ever-faster-evolving business
environment and regulatory framework.
The Board of Directors approved the revised
Code of Conduct in February 2016 and its
implementation started immediately thereafter.
By the end of 2016, 97% of active UPM employees
had completed the Code of Conduct training.
The UPMCode of Conduct is complemented
by more detailed rules and guidelines approved
by the Group Executive Team, business areas
and global functions. These rules and guidelines
cover, among others, such topics as anti-bribery,
competition law, confidentiality, contract
management, taxation, human resources,
environment, information security, safety, and
equality. UPM strives to ensure compliance with
the UPMCode of Conduct and related rules and
guidelines by training employees and by
developing the company’s risk management,
monitoring and reporting processes. In 2016,
GENERAL MEETING OF SHAREHOLDERS
BOARD OF DIRECTORS
Remuneration Committee
Nomination and
Governance Committee
Audit Committee
AUDITOR
INTERNAL AUDIT
Elects Elects
Issues Auditor’s Report
Appoints, steers, monitors
Reports
Report
Reports Assist
Reports
Reports
Appoints
Reports
Chairs
Reports
Chairs
Reports
Chairs
Governance structure of UPM-Kymmene Corporation
PRESIDENT AND CEO
GROUP
EXECUTIVE TEAM
BUSINESS AREA
BOARDS
STRATEGY
TEAM