Annual report 2010 (pdf) - Metsä Board
Annual report 2010 (pdf) - Metsä Board
Annual report 2010 (pdf) - Metsä Board
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ANNUAL REPORT<br />
<strong>2010</strong>
M-real is Europe’s leading primary fibre paperboard<br />
producer and a major paper supplier. M-real offers<br />
its customers innovative high-performance<br />
paperboards and papers for consumer packaging,<br />
communications and advertising end-uses.<br />
M-REAL’s sTRATEgy ANd wAy Of wORkiNg ............................................................................... 2<br />
CEO’s REviEw .................................................................................................................................... 4<br />
OPERATiNg ENviRONMENT ............................................................................................................ 6<br />
CONsUMER PACkAgiNg ................................................................................................................ 10<br />
OffiCE PAPERs ............................................................................................................................... 12<br />
sPECiALiTy PAPERs ....................................................................................................................... 14<br />
MARkET PULP ANd ENERgy ........................................................................................................ 16<br />
sUsTAiNAbLE PREMiUM PROdUCTs .......................................................................................... 20<br />
MiNiMisiNg ThE ENviRONMENTAL iMPACTs Of PROdUCTiON ............................................. 22<br />
ENERgy EffiCiENCy ...................................................................................................................... 24<br />
fROM REsTRUCTURiNg TO CONTiNUOUs dEvELOPMENT Of ThE PERsONNEL ............... 26<br />
fiNANCiAL sTATEMENTs .............................................................................................................. 29<br />
CORPORATE gOvERNANCE sTATEMENT .................................................................................. 104<br />
sALARy ANd REMUNERATiON REPORT .................................................................................... 110<br />
bOARd Of diRECTORs ................................................................................................................. 112<br />
MANAgEMENT TEAM .................................................................................................................... 114<br />
shAREs ANd shAREhOLdERs................................................................................................... 116<br />
fiNANCiAL REPORTiNg ............................................................................................................... 126<br />
CONTACT iNfORMATiON .............................................................................................................. 128
M-real<br />
<strong>2010</strong><br />
<strong>2010</strong> 2009 Change %<br />
sales, EUR million 2,605 2,432 7.1<br />
Operating result excl. non-recurring items, EUR million 173 -150<br />
- % of sales 6.6 -6.2<br />
Operating result, EUR million 146 -267<br />
- % of sales 5.6 -11.0<br />
Result from continuing operations -<br />
before tax, EUR million 48 -358<br />
- % of sales 1.8 -14.7<br />
Result for the period, EUR million 27 -354<br />
Return on capital employed, % 5.7 -8.9<br />
Return on equity, % 2.8 -28.9<br />
interest-bearing net liabilities, EUR million 827 777 6.4<br />
Net gearing ratio, % 83 84<br />
Equity ratio, % 32.1 29.6<br />
Earnings per share, euros 0.09 -1.09<br />
Earnings per share, from continuing operations, EUR 0.09 -1.02<br />
Equity per share, EUR 3.03 2.79<br />
dividend per share, EUR *) 0.00 0.00<br />
Market capitalization 31 dec, EUR million 845 517 63.4<br />
gross capital expenditure, EUR million<br />
gross capital expenditure, from continuing operations<br />
66 73 -9.6<br />
EUR million 66 73 -9.6<br />
Cash flow arising from operating activities, EUR million -69 81<br />
Personnel 31 dec. 4,538 4,903 -7.4<br />
sales<br />
EUR million<br />
key figures year <strong>2010</strong> in brief<br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
Operating result<br />
EUR million<br />
EUR 26 million investment at the<br />
simpele mill to increase the annual folding<br />
boxboard capacity by about 80,000<br />
tonnes and expand the sheeting capacity.<br />
EUR 16 million investment at the<br />
kemiart Liners mill to modernize the<br />
coating section.<br />
EUR 6 million investment in sheeting<br />
operations at the Äänekoski paper mill.<br />
The integration of production capacity<br />
in the Reflex mill in germany and personnel<br />
reduction by 220.<br />
The partial divestment of the Reflex<br />
mill to <strong>Metsä</strong> Tissue Corporation for<br />
approximately EUR 10 million.<br />
The permanent closure of the Alizay<br />
pulp mill.<br />
The centralisation of speciality paper<br />
production to the gohrsmühle mill in<br />
germany and the closure of the simpele<br />
paper machine.<br />
return on capital employed<br />
%<br />
0<br />
-300<br />
06 07 08 09 10 06 07 08 09 10 06 07 08 09 10<br />
200<br />
100<br />
0<br />
-100<br />
-200<br />
6<br />
3<br />
0<br />
-3<br />
-6<br />
-9
Deliveries per business area<br />
(1,000 tonnes)<br />
1,390<br />
909<br />
246<br />
690<br />
share Of M-real’s<br />
Deliveries (%)<br />
43%<br />
28%<br />
8%<br />
21%<br />
key figures<br />
<strong>2010</strong> 2009 Change %<br />
sales, EUR million 1,175 968 21.4<br />
Operating result, EUR million 135 51 164.7<br />
Operating result, % 11.5 5.3<br />
deliveries, 1,000 tonnes 1,390 1,212 14.7<br />
Production, 1,000 tonnes 1,420 1.232 15.3<br />
Personnel, average 1,512 1,517 -0.3<br />
<strong>2010</strong> 2009 Change %<br />
sales, EUR million 658 543 21.2<br />
Operating result, EUR million 14 -104<br />
Operating result, % 2.1 -19.2<br />
deliveries, 1,000 tonnes 909 790 15.1<br />
Production, 1,000 tonnes 910 795 14.5<br />
Personnel, average 1,264 1,424 -11.2<br />
<strong>2010</strong> 2009 Change %<br />
sales, EUR million 303 352 -13.9<br />
Operating result, EUR million -54 -151<br />
Operating result, % -17.8 -42.9<br />
deliveries, 1,000 tonnes 246 342 -28.1<br />
Production, 1,000 tonnes 235 297 -20.9<br />
Personnel, average 1,138 1,550 -26.6<br />
<strong>2010</strong> 2009 Change %<br />
sales, EUR million 434 508 -14.6<br />
Operating result, EUR million 36 -91<br />
Operating result, % 8.3 -17.9<br />
deliveries, 1,000 tonnes 690 1,155 -40.3<br />
Production, 1,000 tonnes 652 863 -24.5<br />
Personnel, average 301 271 11.1
M-real’s<br />
business areas<br />
Consumer Packaging<br />
Office Papers<br />
BUsiness area<br />
Consumer Packaging is the Europe’s leading producer of innovative premium<br />
folding boxboard, coated white top liners and wallpaper base. The<br />
products are excellent for the packaging of cosmetics, food products and<br />
confectioneries, for example. The business area also offers versatile<br />
packaging services in Asia.<br />
Office Papers produces, markets and sells premium uncoated fine papers<br />
to companies in the office supplies industry, office machine manufacturers<br />
and paper wholesalers. Office Papers’ products are excellent for<br />
printing, copying, forms and envelopes.<br />
speciality Papers<br />
Speciality Papers is a leading producer of speciality papers in Europe. Its<br />
product range includes cast coated papers and boards, label and packaging<br />
papers, carbonless papers, graphic speciality papers, digital papers,<br />
bookbinding materials and uncoated fine papers.<br />
Market Pulp and energy<br />
Market Pulp and Energy is responsible for selling M-real’s market pulp to<br />
external parties and coordinating measures that aim at improving the<br />
energy efficiency of all M-real production plants. The business area coordinates<br />
contract manufacturing issues between M-real and Sappi and is<br />
also responsible for the parties’ cooperation related to pulp and energy.<br />
10<br />
12<br />
14<br />
16<br />
business areas<br />
1
2<br />
M-real’s strategy<br />
and way of working<br />
MISSIOn<br />
M-real is Europe’s leading<br />
primary fibre paperboard<br />
producer and a major paper<br />
supplier. M-real provides highperformance,<br />
premium quality<br />
paperboards and papers for its<br />
customers in consumer<br />
packaging, communications<br />
and advertising end-uses.<br />
strategy and way Of wOrking<br />
FInAnCIAl TARgETS<br />
Return on capital employed<br />
(ROCE) target set at a minimum<br />
of 10% on average<br />
over the business cycle<br />
gearing ratio not to exceed<br />
100%<br />
VISIOn<br />
M-real will grow profitably,<br />
reaching an even stronger<br />
position as the world’s<br />
leading supplier of highquality<br />
consumer<br />
packaging boards.<br />
STRATEgy<br />
VAluES<br />
Responsible profitability<br />
Reliability<br />
Cooperation<br />
Renewal<br />
The cartonboard business will be emphasised even<br />
further in M-real’s business portfolio. In the first<br />
phase, M-real will further strenghten its market<br />
leadership in Europe and increase the capacity of the<br />
existing machines. During the second phase, the focus<br />
will be on expanding production activity more and<br />
more to developing markets, either alone or in<br />
cooperation with the strongest local players. With<br />
regard to the paper business, the aim is to improve<br />
operating conditions and profitability by taking<br />
measures to enhance M-real’s efficiency and by<br />
participating in the Europe-wide restructuring of the<br />
paper industry. High self-sufficiency in pulp and energy<br />
are significant competitive advantages for M-real.
STAkEHOlDERS<br />
Committed and competent employees<br />
are at the core of M-real’s operations;<br />
HR development focuses on securing<br />
resources and ensuring competence and<br />
well-being at work. M-real provides its<br />
customers with added value through<br />
high-quality, ecological products tailored<br />
to each application. M-real’s aim is to<br />
continuously improve its performance<br />
and increase shareholder value. M-real’s<br />
business is based on responsible performance,<br />
which provides the prerequisites<br />
for continuous development of the<br />
operations in a way that benefits its<br />
customers, shareholders, employees<br />
and partners.<br />
SAlES AnD SuPPly CHAIn<br />
M-real has a global sales network and professional<br />
customer service. M-real aims for fast<br />
and efficient deliveries by utilising various transport<br />
methods and selecting the most appropriate<br />
means of transport. M-real’s lightweight<br />
products provide savings throughout the value<br />
chain by decreasing the volumes transported,<br />
emissions in the logistics chain and waste.<br />
PRODuCTS<br />
M-real’s lightweight products are produced using resource-saving methods<br />
where impact from the entire product life cycle is minimised. They are safe<br />
for people and the environment. In spite of being lightweight, the products<br />
have excellent performance and printing properties. M-real’s simplified<br />
product range makes it easier to choose the best possible product for each<br />
application. The carbon footprint of M-real’s products is smaller than heavier<br />
products throughout the value chain.<br />
PRODuCTIOn<br />
M-real uses the best available techniques at its production plants. Continuous<br />
improvement of operations, the minimisation of environmental impacts as<br />
well ass improving energy efficiency are key principles in production. Certified<br />
ISO 9001 Quality Systems and ISO 14001 Environmental Systems are in use at<br />
all production units. M-real is completely self-sufficient in pulp, and its energy<br />
self-sufficiency is approximately 62 per cent. The share of wood-based fuels<br />
was approximately 50 per cent in <strong>2010</strong>.<br />
RAW MATERIAlS<br />
M-real is committed to using raw materials in its production<br />
in a sustainable and economical manner. M-real’s primary<br />
raw material is wood, which is sourced from sustainably<br />
managed forests in compliance with local legislation. The<br />
aim is to continuously increase the share of certified wood.<br />
In <strong>2010</strong>, 55 per cent of the wood raw material was certified.<br />
strategy and way Of wOrking<br />
3
4<br />
CeO’s<br />
review<br />
SuStainability is at the core of all our<br />
operations. Our innovative, lightweight cartonboard<br />
and paper production uses less raw<br />
materials, energy and water, have lower<br />
transport weights and produce less waste<br />
thereby decreasing environmental impacts<br />
and costs at all stages of the product’s life<br />
cycle. The lightweight concept has been a<br />
great success and we will continue the work<br />
to create new lightweight products. By using<br />
virgin fibre raw material from sustainably<br />
managed forests we manage hygiene and<br />
product safety risks throughout the entire<br />
supply chain. Our pulp mills are also major<br />
bioenergy producers. We have succeeded in<br />
reducing our emissions and we are committed<br />
to open and transparent <strong>report</strong>ing.<br />
Simplicity enables us to focus on the<br />
essentials. We offer a simpler choice of innovative<br />
products with optimised quality for<br />
consistent performance in our customers’<br />
processes. With streamlined production, we<br />
can guarantee faster availability and shorter<br />
lead times. Our customers now have access<br />
to greater reliability, flexibility and efficiency.<br />
By simplifying our processes and ways of<br />
working, we have significantly improved our<br />
own profitability<br />
Our reStructuring actions have been<br />
very successful. M-real is a totally different<br />
company today than a couple of years ago.<br />
We are further focusing our product portfolio<br />
on packaging end uses. Thanks to our own<br />
actions we have, since 2006, improved our<br />
productivity significantly, reduced costs materially<br />
across the company and lowered the<br />
net debt to one third. We are continuing the<br />
strategic review of our paper business to take<br />
part in the Europe-wide consolidation.<br />
CeO’s review<br />
Our profitability has clearly improved<br />
and reached the peer group level. Since summer<br />
2009, we have achieved one of the most<br />
impressive profitability turnarounds ever in<br />
our industry. An exciting fact is that there is<br />
still great profit improvement potential for<br />
the years to come, especially by eliminating<br />
the losses generated by our paper businesses<br />
and among others by reducing our<br />
variable costs. A new EuR 70 million internal<br />
profit improvement programme is currently<br />
being implemented. Through our own measures,<br />
we have a good possibility to mostly<br />
offset the accelerating cost inflation in 2011.<br />
In addition to internal efficiency actions, profitability<br />
in 2011 will be supported by clearly<br />
higher cartonboard prices.<br />
We are seeking growth in our cartonboard<br />
business. We are strengthening our market<br />
leadership in Europe by expanding our folding<br />
boxboard capacity in Finland to satisfy<br />
the growing demand for lightweight, ecological<br />
boards. Fibre-based packaging solutions<br />
are substituting plastic, metal and glass<br />
packaging. Virgin fibre board is also gradually<br />
replacing recycled fibre-based board, especially<br />
in food packaging thanks to superior<br />
safety features for excample. To accelerate<br />
profitable growth, further additions to our<br />
cartonboard capacity are needed. In the short<br />
term, it means opening up the bottlenecks<br />
at the existing mills and, possibly in the<br />
longer term, new capacity in emerging markets.<br />
We have a firm commitment to create value<br />
for our stakeholders. We are dedicated to<br />
excellent service by producing high-quality<br />
products and services in a reliable and efficient<br />
way. Our employees have done great<br />
work and showed a firm commitment in<br />
<strong>2010</strong>. We highly appreciate the well functioning<br />
cooperation with our owners, customers<br />
and partners. Thank you all for <strong>2010</strong>.<br />
Together, we will continue to build on our<br />
strengths.<br />
Mikko Helander
mikko helander<br />
CeO’s review 5
6<br />
Operating environment<br />
environmental concerns favour the use<br />
of cartonboard over other packaging<br />
materials, as it comes from sustainable<br />
resources and is fully recyclable.<br />
OPerating envirOnMent<br />
paperboarD<br />
Demand for packaging materials is primarily<br />
driven by the state of the economy and, in the<br />
case of cartonboard, industrial production of<br />
packaged consumer goods in particular. In<br />
addition, various global megatrends have an<br />
effect on the way in which packaged consumer<br />
goods are regulated, and where, how<br />
and how much they are purchased and consumed.<br />
Such megatrends include globalisation,<br />
urbanisation, smaller households, more<br />
women working out of home, a rise in average<br />
available income, health awareness, the<br />
ageing population in developed economies,<br />
a growth in the number of children and young<br />
adults in developing countries as well as<br />
environmental and social concerns.<br />
The main end-uses for M-real’s paperboards<br />
are high quality food, beauty care,<br />
healthcare, tobacco, consumer electronics<br />
and other retail packaging as well as graphical<br />
end-uses such as advertising, postcards<br />
and book covers. Each of these end-uses has<br />
their own specific characteristics.<br />
The basic need for packaged foodstuffs<br />
makes this industry a relatively stable one.<br />
Although at an economic downturn consumers<br />
tend to shift to cheaper products, they<br />
can still afford themselves small luxuries like<br />
high quality confectionery instead of travelling<br />
abroad, for excample. The recent concern<br />
particularly in germany, on detrimental mineral<br />
oil migration from recycled fibre-based<br />
cartonboard into dried foodstuffs like breakfast<br />
cereal, rice and biscuits has increased<br />
demand for virgin fibre-based cartonboard<br />
in food packaging.<br />
The ageing population in Western economies<br />
spends more medication; at the same<br />
time generic drugs make pharmaceuticals<br />
more affordable to people living in developing<br />
countries. Regulation on the detailed information<br />
to be given on the drug and efforts to<br />
fight counterfeiting have an effect on the way<br />
pharmaceuticals are packaged.<br />
The everyday usage of beauty care products<br />
in developed economies, and the fast<br />
growing demand for them in other world<br />
regions make this industry an attractive one.<br />
usage of luxury cosmetics decrease during<br />
an economic downturn, good quality mass<br />
market products and professional line beauty<br />
care products marketed to consumers are<br />
doing very well.<br />
Tobacco consumption in Western economies<br />
is declining due to health awareness<br />
and heavy regulation, but consumption in<br />
developing economies is still growing. The<br />
trend away from soft packs to hard packs,<br />
and increased regulation concerning health<br />
warnings and advertising are driving demand<br />
for folding cartons.<br />
There seems to be no end to the development<br />
of new consumer electronic gadgets<br />
like mobile phones, palm computers, e-readers<br />
and the combination of these. Consumer<br />
electronics, among other consumer goods,<br />
are ever more frequently purchased through<br />
the internet, which increased the need for<br />
sturdy but representative packaging that protects<br />
the fragile product on its way to the<br />
consumer.<br />
Environmental concerns favour the use<br />
of cartonboard over other packaging materials,<br />
as it comes from sustainable resources<br />
and is fully recyclable. In particular, the lightweight<br />
virgin fibre-based cartonboards produced<br />
by M-real promote sustainability by<br />
Production capacities in europe<br />
Million tonnes/year<br />
Europe M-real M-real’s share (%)<br />
Folding boxboard 2.4 0.8 33<br />
uncoated fine paper 11.2 0.9 8<br />
Source: Pöyry Management Consulting, M-real
consuming fewer resources, reducing transport<br />
volumes and producing less waste at<br />
the end of the packaging’s life.<br />
paper<br />
Medium-term demand for cut-size paper is<br />
affected by computer and internet based<br />
technologies, double side printing and waste<br />
reduction programmes. Colour printing<br />
seems to be growing.<br />
In Europe, the demand for paper<br />
increased in <strong>2010</strong> on the previous year, but<br />
nevertheless falls somewhat short of the<br />
level of 2008. Cuts in paper production capacity<br />
and production curtailments have continued<br />
in Europe, which has improved utilisation<br />
rates, but there is still excess capacity in the<br />
paper market.<br />
The production capacity of uncoated fine<br />
paper has been declining for several years,<br />
but it is expected to stabilise in Europe. Due<br />
to the improved overall economic situation<br />
and higher fibre costs, prices increased in<br />
<strong>2010</strong>, but the need for price increases to<br />
improve profitability still exists. The demand<br />
and prices of speciality prices also improved<br />
in <strong>2010</strong>.<br />
Even though the European paper industry<br />
has suffered due to overcapacity and<br />
decreased demend, its future is nevertheless<br />
solid. Electronic archiving and invoicing and<br />
e-books are among the challenges facing<br />
the paper industry. The increasing number<br />
of small and home offices, urbanisation and<br />
development of printing technology in Eastern<br />
Europe, on the other hand, are considered<br />
to be key drivers of the demand for office<br />
papers.<br />
The main raw material of paper is renewable<br />
and procured from sustainably managed<br />
forests. The products are manufactured using<br />
energy-efficient technology, and the final<br />
products can be recycled several times. At<br />
the end of their life cycle, they can also be<br />
utilised as a source of energy.<br />
Folding boxboard market price in europe<br />
EuR/tonne<br />
700<br />
06 07 08 09 10 06 07 08 09 10<br />
Largest folding boxboard producers in<br />
europe<br />
Capacity, 1,000 tonnes<br />
M-real<br />
stora enso<br />
Mayr-Melnhof<br />
Careo<br />
international Paper<br />
Holmen/iggesund<br />
Paperboard<br />
1,100<br />
1,000<br />
900<br />
800<br />
Uncoated fine paper market price in<br />
europe<br />
EuR/tonne<br />
1,100<br />
1,000<br />
Source: Pöyry Management Consulting Source: FOEX<br />
0 200 400 600 800 1,000<br />
Source: Pöyry Management Consulting<br />
Largest uncoated fine paper producers in<br />
europe<br />
Capacity, 1,000 tonnes<br />
Portucel soporcel<br />
stora enso<br />
Mondi<br />
uPM<br />
international Paper<br />
M-real<br />
900<br />
800<br />
700<br />
0 400 800 1,200 1,600 2,000<br />
Source: Pöyry Management Consulting<br />
OPerating envirOnMent<br />
7
8<br />
innOvatiOns
InnOVATIOnS<br />
M-real’s lightweight products are produced using resource-saving methods where impact from the entire product<br />
life cycle is minimised. They are safe for people and the environment. In spite of being lightweight, the products<br />
have excellent performance and printing properties.<br />
innOvatiOns<br />
9
10<br />
Consumer<br />
Packaging<br />
consumer packaging is the europe’s leading<br />
producer of innovative premium folding<br />
boxboard, coated white top liners and<br />
wallpaper base. the products are excellent<br />
for the packaging of cosmetics, food<br />
products and confectioneries, for example.<br />
the business area also offers versatile<br />
packaging services in asia.<br />
innOvatiOns<br />
<strong>2010</strong><br />
Deliveries of folding boxboard and linerboard<br />
reached a record level in <strong>2010</strong>.<br />
2011<br />
capacity will be expanded especially in<br />
food packaging cartonboards.<br />
The demand for folding boxboard and linerboard<br />
reached a record level in <strong>2010</strong>, and in<br />
order to answer the continuous strong<br />
demand, M-real decided on investments to<br />
expand and enhance its capacity during the<br />
year under review.<br />
A decision to invest in increasing the<br />
capacity of the Simpele folding boxboard mill<br />
and expand sheeting capacity was made in<br />
October. The value of the investments is EuR<br />
26 million, and they will be realised in summer<br />
2011. In addition, it was decided to invest<br />
EuR 16 million in modernising the coating<br />
section of the kemiart liners mill during<br />
2011.<br />
The sheeting capacity of the Äänekoski<br />
paper mill was increased, which improved<br />
the fluency of the sheeting, quality of packaging<br />
and profitability of the mill. The value of<br />
the investment was EuR 6 million, and it will<br />
be finalised during 2011.<br />
The speciality paper machine at the Simpele<br />
mill was closed down in December <strong>2010</strong>.<br />
M-real’s speciality paper production continues<br />
in the gohrsmühle mill in germany.<br />
M-real Corporation, Pohjolan Voima Oy<br />
and leppäkosken Sähkö Oy decided in<br />
november on the construction of a new EuR<br />
50 million biopower plant at the kyro’s board<br />
mill in Hämeenkyrö. The aim is to start the<br />
construction of the power plant in spring<br />
2011, and the new plant will enter production<br />
use in autumn 2012.<br />
marketS<br />
Consumer Packaging further reinforced its<br />
position as Europe’s leading producer of folding<br />
boxboard, coated white top liners and<br />
wallpaper base. The business area’s main<br />
market area is Europe.<br />
The demand for folding boxboard and linerboard<br />
was at a record level throughout the<br />
year under review, but the demand for wallpaper<br />
base remained favourable as well.<br />
Price increases were made in all product<br />
categories. At the end of <strong>2010</strong>, the prices of<br />
folding boxboard and linerboard were over<br />
10 per cent higher compared to the previous<br />
year.<br />
Delivery volumes were at a record level<br />
in all main categories.<br />
Consumer Packaging aims to reinforce<br />
its market leadership mainly by opening up<br />
the bottlenecks of existing production; all<br />
folding boxboard and linerboard mills have
Case<br />
Consumption of virgin fibre-based cartonboard<br />
with a packaging material will<br />
increase gobally. The existing trend is to<br />
replace non-renewable packaging materials<br />
as virgin fibre-based cartonboard. In<br />
this competition, M-real has a good<br />
chance to succeed; the company’s market<br />
potential for a moderate expansion of capacity.<br />
M-real is also investigating opportunities<br />
to expand to emerging markets in cooperation<br />
with the strongest local players.<br />
profitability trenDS<br />
The most significant factors improving the<br />
result in <strong>2010</strong> were the implemented price<br />
increases and the higher delivery volume<br />
resulting from the recovery in demand. Production<br />
and delivery volume records were<br />
made in <strong>2010</strong> for folding boxboard as well as<br />
liners.<br />
outlook<br />
Demand is expected to remain strong across<br />
all product categories. The demand for lightweight<br />
primary fibre-based paperboard<br />
packaging made of renewable fibre raw<br />
material is expected to increase, especially<br />
in food packaging.<br />
Price increases will also continue in 2011,<br />
provided that the demand and cost inflation<br />
remain high.<br />
Cost inflation is expected to continue with<br />
regard to raw material, energy and transportation<br />
costs in 2011.<br />
share has increased steadily, thanks to<br />
the lightweight and sustainable products.<br />
According to the latest market view,<br />
virgin fibre-based cartonboard will<br />
increase its market share especially in<br />
food packaging due to its product safety<br />
and lightweight properties. Virgin fibre-<br />
key figures<br />
<strong>2010</strong> 2009 Change-%<br />
Sales, EuR million 1,175 968 21<br />
EBITDA, EuR million 200 140 43<br />
EBITDA, excl. non-recurring items, EuR million 203 146 39<br />
Operating result, EuR million 135 51 165<br />
Operating result, %<br />
Operating result,<br />
11.5 5.3<br />
excl. non-recurring items EuR million 149 69 116<br />
Operating result, exc. non-recurring items, % 12.7 7.1<br />
Return on capital employed, %<br />
Return on capital employed,<br />
19.4 6.9<br />
excl. non-recurring items, % 21.5 9.4<br />
Deliveries, 1,000 tonnes 1,390 1,212 15<br />
Production, 1,000 tonnes 1,420 1,232 15<br />
Personnel, average 1,512 1,517 0<br />
proDuctS anD ServiceS<br />
cartonboards<br />
Carta integra<br />
Carta elega<br />
Carta solida<br />
avanta Prima<br />
simcote<br />
tako product group<br />
graphic boards<br />
Carta integra<br />
Carta elega<br />
Carta solida<br />
coated and uncoated white-top liners<br />
kemiart product group<br />
flexible packaging and labeling<br />
simcastor product group<br />
wallpaper base<br />
Cresta product group<br />
integrated brand packaging services (ibp)<br />
based cartonboard does not include any<br />
contaminants, such as printing ink.<br />
Demand of virgin fibre cartonboard is estimated<br />
to increase approximately three<br />
per cent per annum in Europe.<br />
DiD yoU know?<br />
Lightweight<br />
products need<br />
less water, raw<br />
materials and<br />
energy, generate<br />
less waste and<br />
decrease logistics<br />
costs.<br />
innOvatiOns<br />
11
12<br />
Office<br />
Papers<br />
office papers produces, markets and sells<br />
premium uncoated fine papers to companies<br />
in the office supplies industry, office<br />
machine manufacturers and paper wholesalers.<br />
office papers’ products are excellent<br />
for printing, copying, forms and<br />
envelopes.<br />
innOvatiOns<br />
<strong>2010</strong><br />
profitability was improved by several<br />
actions and the most significant of which<br />
was closing down the alizay pulp mill.<br />
2011<br />
profit improvement actions will be continued;<br />
profit improvement potential is seen<br />
especially in variable costs.<br />
The Office Papers business area continued<br />
measures to improve profitability in <strong>2010</strong>, the<br />
most important of which was closing down<br />
the Alizay pulp mill. The closure of the pulp<br />
mill also stabilised the operation of the Alizay<br />
paper mill.<br />
First customer deliveries of the new SAVE!<br />
paper produced at the Alizay paper mill took<br />
place in September. SAVE! is a new, lighterthan-normal<br />
office paper, weighing only<br />
65 g/m 2 . The production of lightweight office<br />
paper consumes less fibre, water and energy,<br />
reduces the environmental load of the logistics<br />
chain and lowers printing costs. Customer<br />
feedback has been extremely positive.<br />
SAVE! is part of M-real’s concept of lightweight<br />
products with a sustainable value<br />
chain that benefits customers, the environment<br />
as well as M-real.<br />
The renewal of the Husum mill recovery<br />
boiler was completed during the second<br />
quarter of the year under review. The renewal<br />
of the recovery boiler increases the efficiency<br />
of production, lowers emissions and makes<br />
it possible to increase electricity production.<br />
The new recovery boiler has also had a significant<br />
impact on reducing oil consumption.<br />
Husum’s turbine investment is expected<br />
to be complete during the second half of<br />
2011. The investment will further increase<br />
electricity production, and the energy selfsufficiency<br />
of the mill will increase from<br />
approximately 30 per cent to approximately<br />
50 per cent.<br />
Thanks to the profit improvement actions,<br />
the production efficiency of the Husum mill<br />
improved according to expectations.<br />
marketS<br />
Office Papers is the sixth largest producer of<br />
uncoated fine paper in Europe – its main<br />
market area.<br />
The demand for uncoated fine paper<br />
improved during the first two quarters as the<br />
economic recession eased, driven by low pulp<br />
prices. Several price increases were carried<br />
out during the year under review. All in all,<br />
the prices of uncoated fine paper were<br />
approximately 15 per cent higher at the end<br />
of <strong>2010</strong> compared to the previous year. Rapidly<br />
increased prices led to higher inventory<br />
levels of the customers in the third quarter<br />
that temporarily lowered order inflow in the<br />
fourth quarter.
Case DiD yoU know?<br />
The logistics arrangements of the Husum<br />
mill have improved considerably with the<br />
Botnia line stretching along the coast of<br />
northern Sweden. In particular, the mill’s<br />
railroad transportation of raw materials<br />
has increased significantly. In the future,<br />
key figures<br />
<strong>2010</strong> 2009 Change-%<br />
Sales, EuR million 658 543 21<br />
EBITDA, EuR million 43 1<br />
EBITDA, excl. non-recurring items, EuR million 44 8<br />
Operating result, EuR million 14 -104<br />
Operating result, % 2.1 -19.2<br />
Operating result,<br />
excl. non-recurring items EuR million 5 -48<br />
Operating result, exc. non-recurring items, % 0.8 -8.8<br />
Return on capital employed, % 2.8 -21.1<br />
Return on capital employed,<br />
excl. non-recurring items, % 1.1 -9.8<br />
Deliveries, 1,000 tonnes 909 790 15<br />
Production, 1,000 tonnes 910 795 14<br />
Personnel, average 1,264 1,424 -11<br />
profitability trenDS<br />
The <strong>2010</strong> result improved thanks to a higher<br />
average price as a result of implemented<br />
price increases and higher delivery volumes<br />
resulting from the recovery in demand.<br />
Increased fibre costs and the strengthening<br />
of the SEk against the EuR, in turn, weakened<br />
the result.<br />
The profitability of the Husum mill was<br />
very good, but the Alizay mill’s profitability<br />
remained weak.<br />
outlook<br />
The need for price increases will remain in<br />
2011, as the margin between selling price<br />
and pulp price is historically small. Cost inflation<br />
is expected to continue.<br />
The European industry structure in<br />
uncoated fine paper is very fragmented. The<br />
industry is burdened with overcapacity, and<br />
the need for structural changes is apparent.<br />
new internal profit improvement measures<br />
have been started. The emphasis is on<br />
improving the profitability of the Alizay mill.<br />
the railway will also facilitate new logistics<br />
solutions of end products in Europe. In<br />
addition, the railway both improves the<br />
reliability of logistics and provides flexibility<br />
in the planning of transports through<br />
alternative transport possibilities.<br />
proDuctS<br />
Data copy<br />
evolve<br />
logic<br />
modo papers<br />
Save!<br />
electronic<br />
communications<br />
is not always<br />
environmental<br />
friendly. Paper is.<br />
innOvatiOns<br />
13
14<br />
speciality<br />
Papers<br />
Speciality papers is a leading producer of<br />
speciality papers in europe. its product<br />
range includes cast coated papers and<br />
boards, label and packaging papers,<br />
carbonless papers, graphic speciality<br />
papers, digital papers, bookbinding<br />
materials and uncoated fine papers.<br />
innOvatiOns<br />
<strong>2010</strong><br />
the focus for the year under review was<br />
on implementing the significant profit<br />
improvement programme announced<br />
at the end of 2009.<br />
2011<br />
Speciality papers will continue to focus on<br />
the manufacture of packaging products,<br />
such as label and flexible packaging<br />
papers.<br />
The focus for the year under review was on<br />
implementing the significant profit improvement<br />
programme announced at the end of<br />
2009, which included integration of production<br />
capacity at Reflex, cutting fixed costs and<br />
the reorganisation of the Reflex and<br />
gohrsmühle organisations. Despite the<br />
changes, the product offering remains<br />
unchanged.<br />
The partial divestment of the Reflex mill<br />
to <strong>Metsä</strong> Tissue was realised in October. The<br />
agreement covered paper machine 5 and<br />
related real estate, as well as certain infrastructure<br />
assets. M-real will continue to<br />
develop the Paper Park concept of the Reflex<br />
mill; the purpose is to find more industrial<br />
partners for the mill site.<br />
The gohrsmühle mill continued to invest<br />
in one-side coated products by launching the<br />
Zanflex flexible packaging papers. The new<br />
products support Speciality Papers’ strategy<br />
to focus further on packaging materials in<br />
its portfolio. M-real’s label and packaging<br />
paper operations have been centralised at<br />
the gohrsmühle mill.<br />
marketS<br />
M-real Zanders, which comprises the Speciality<br />
Papers business area, is one of<br />
Europe’s leading producers of speciality<br />
papers.<br />
Efforts were made to increase prices of<br />
products in several phases. On average, speciality<br />
paper prices were, in fact, approximately<br />
five percent higher at the end of <strong>2010</strong><br />
compared to the end of 2009.<br />
The demand for cast-coated products was<br />
strong throughout the year, and their prices<br />
were also increased.<br />
The market situation in label and flexible<br />
packaging papers remained stable during<br />
the year under review, and demand improved<br />
on the previous year. The prices of label and<br />
flexible packaging papers were increased<br />
during the year.<br />
The demand for graphical uncoated fine<br />
paper was good during the first two quarters,<br />
but decreased slightly during the second half<br />
of the year. The prices of graphical uncoated<br />
fine paper increased by up to 30 per cent<br />
based on the implemented price increases<br />
and improved sales mix during the year<br />
under review.
Case<br />
During <strong>2010</strong>, Speciality Papers continued<br />
to focus further on the manufacture of<br />
packaging products, such as label and<br />
flexible packaging papers. After the shutdown<br />
of the Simpele speciality paper<br />
machine, M-real’s label and packaging<br />
paper operations have been centralised<br />
The demand for carbonless papers<br />
decreased further due to continuously<br />
decreasing consumption. In spite of the<br />
decreased demand, the prices of carbonless<br />
papers could be increased by approximately<br />
10 per cent during the year under review.<br />
profitability trenDS<br />
The <strong>2010</strong> result was improved by the implemented<br />
price increases and cost savings.<br />
The result was weakened by considerably<br />
increased pulp prices.<br />
outlook<br />
The need for price increases in all product<br />
types remains in 2011.<br />
The demand for speciality papers is<br />
expected to remain at the <strong>2010</strong> level. The<br />
need for structural change in the industry<br />
continues to exist. new profit improvement<br />
measures are underway to improve profitability.<br />
at the gohrsmühle mill, which has the<br />
widest cast coated, one-side coated and<br />
uncoated speciality paper product offering<br />
in Europe.<br />
M-real Zanders offers the most extensive<br />
portfolio of label and speciality packaging<br />
papers in the market. In <strong>2010</strong>, the<br />
key figures<br />
<strong>2010</strong> 2009 Change-%<br />
Sales, EuR million 303 352 -14<br />
EBITDA, EuR million -17 -65<br />
EBITDA, excl. non-recurring items, EuR million -16 -31<br />
Operating result, EuR million -54 -151<br />
Operating result, %<br />
Operating result,<br />
-17.8 -42.9<br />
excl. non-recurring items EuR million -26 -51<br />
Operating result, excl. non-recurring items, % -8.6 -14.5<br />
Return on capital employed, %<br />
Return on capital employed,<br />
-49.1 -55.8<br />
excl. non-recurring items, % -23.6 -18.7<br />
Deliveries, 1,000 tonnes 246 342 -28<br />
Production, 1,000 tonnes 235 297 -21<br />
Personnel, average 1,138 1,550 -27<br />
proDuctS<br />
packaging and labelling papers<br />
CHrOMOLuX<br />
Zanflex<br />
Zanlabel<br />
graphic papers and boards<br />
CHrOMOLuX<br />
Zanders efalin<br />
Zanders elephanthide<br />
Zanders estralin<br />
Zanders medley<br />
Zanders spectral<br />
Zanders t2000<br />
Zanders Zeta<br />
ZantO<br />
office communications<br />
Zanders autocopy<br />
Zanders bankpost<br />
Zanders Classic<br />
Zanders gohrsmühle<br />
Zanders medley<br />
Zanders reflex special<br />
Zanders Zeta<br />
Digital printing<br />
silver digital<br />
silver image laser<br />
Zanders refLeXiOn<br />
portfolio was complemented with a new<br />
flexible packaging paper, Zanflex, used in<br />
the packaging of dry soup, for example.<br />
Zanflex is a state-of-the-art product; for<br />
example, its printing properties compete<br />
with fine art papers.<br />
DiD yoU know?<br />
Paper operates<br />
as carbon<br />
storage and<br />
therefore it has<br />
a positive<br />
climate impact.<br />
innOvatiOns<br />
15
16<br />
Market Pulp<br />
and energy<br />
market pulp and energy is responsible for<br />
selling m-real’s market pulp to external<br />
parties and coordinating measures that<br />
aim at improving the energy efficiency of<br />
all m-real production plants. the business<br />
area coordinates contract manufacturing<br />
issues between m-real and Sappi and is<br />
also responsible for the parties’ cooperation<br />
related to pulp and energy.<br />
innOvatiOns<br />
<strong>2010</strong><br />
energy efficiency projects continued<br />
through the review year. for example<br />
energy efficiency of the husum pulp mill<br />
improved significantly.<br />
2011<br />
the renewal of the recovery boiler in<br />
husum will increase the efficiency of production,<br />
lower emissions and make it possible<br />
to increase electricity production.<br />
The Market Pulp and Energy business area<br />
continued the cooperation associated with<br />
the sales of market pulp initiated the previous<br />
year with <strong>Metsä</strong>-Botnia. The cooperation was<br />
increased further with regard to technical<br />
sales support, for example. Through <strong>Metsä</strong>-<br />
Botnia, M-real has access to one of the most<br />
extensive market pulp sales networks in the<br />
world. Together with M-real, <strong>Metsä</strong>-Botnia<br />
can provide a wide product range to its customers.<br />
During the year under review, the business<br />
area initiated several technical cooperation<br />
projects with market pulp customers.<br />
The projects allowed customers to obtain<br />
additional benefits through M-real’s expertise<br />
for the suitability of pulp, in particular<br />
BCTMP, in the final products and improving<br />
their quality. Strengthening the technical<br />
cooperation aims at long-term customer<br />
relationships that benefit both parties.<br />
During the year, Market Pulp and Energy<br />
has invested in increasing to efficiency of the<br />
units.<br />
The debarking and chipping investment<br />
at the Hallein pulp mill started in november<br />
<strong>2010</strong>. This will improve the availability of<br />
wood at the pulp mill. The investment will<br />
add the consumption of roundwood, as the<br />
wood will be debarked and chipped at the<br />
mill.<br />
The condensing steam turbine of the Hallein<br />
pulp mill uses steam to generate green<br />
electricity that is sold to the market. During<br />
<strong>2010</strong>, the energy produced by the condensing<br />
steam turbine could be utilised in full. The<br />
sales of green electricity increased considerably<br />
compared to 2009, amounting to 49 gWh<br />
during the year under review.<br />
Since <strong>Metsä</strong>-Botnia’s kaskinen pulp mill<br />
was closed down in early 2009, the infrastructure<br />
of the kaskinen BCTMP mill, such<br />
as the water treatment plant, debarking plant<br />
and concentrate recovery, were downsized<br />
according to M-real’s needs. At kaskinen, the<br />
transition phase has been successful and<br />
managed with regard to infrastructure, creating<br />
conditions in which M-real is able to<br />
operate alone in the plant area.<br />
Energy efficiency projects in the business<br />
area continued during the year under review.<br />
At Husum, for example, energy efficiency was<br />
improved through boiler and turbine investments.<br />
One of the business area’s focus areas in<br />
<strong>2010</strong> was improving the coordination of pulp
Pulp market price in europe<br />
EuR/tonne<br />
06 07 08 09 10<br />
short fibre pulp<br />
Long fibre pulp<br />
900<br />
800<br />
700<br />
600<br />
500<br />
400<br />
300<br />
and wood raw material flows, which had a<br />
favourable impact on the profitability of the<br />
business area, as well as on M-real as a<br />
whole.<br />
marketS<br />
The price of market pulp increased strongly<br />
until August <strong>2010</strong>. Prices decreased slightly<br />
from the record level towards the end of the<br />
year.<br />
Pulp stocks were at a record low level<br />
early in the year, which was due, for example,<br />
to the good demand for paper and board ,and<br />
the availability of market pulp after an earthquake<br />
in Chile closed down local pulp capacity.<br />
profitability trenDS<br />
The <strong>2010</strong> result improved thanks to higher<br />
pulp prices. Moreover, the comparable delivery<br />
volume increased considerably.<br />
outlook<br />
Source: FOEX<br />
The pulp price outlook depends particularly<br />
on paper and board demand trends. The<br />
demand for both short-fibre and long-fibre<br />
pulp is expected to remain good. The market<br />
balance is also expected to remain stable in<br />
2011.<br />
proDuctS<br />
Short fibre pulp<br />
long fibre pulp<br />
bctmp<br />
DiD yoU know?<br />
Pulp mills are<br />
major<br />
bioenergy<br />
producers.<br />
key figures<br />
<strong>2010</strong> 2009 Change-%<br />
Sales, EuR million 434 508 -15<br />
EBITDA, EuR million 75 -21<br />
EBITDA, excl. non-recurring items, EuR million 79 -17<br />
Operating result, EuR million 36 -91<br />
Operating result, %<br />
Operating result, excl. non-recurring items,<br />
8.3 -17.9<br />
EuR million 53 -54<br />
Operating result, excl. non-recurring items, % 12.2 -10.6<br />
Return on capital employed, %<br />
Return on capital employed,<br />
6.0 -12.2<br />
excl. non-recurring items, % 8.9 -7.2<br />
Deliveries, 1,000 tonnes 690 1,155 -40<br />
Personnel, average 301 271 11<br />
innOvatiOns<br />
17
18<br />
sustainabiLity<br />
SuSTAInABIlITy<br />
M-real is committed to using raw materials in its production in a sustainable and economical manner. M-real’s<br />
lightweight products are produced using resource-saving methods where impact from the entire product<br />
life cycle is minimised. Continuous improvement of operations, minimisation of environmental impacts and<br />
improving energy efficiency are key principles in production.
sustainabiLity 19
20<br />
sustainable premium<br />
products<br />
the most important raw material for<br />
m-real’s high quality products is wood:<br />
a renewable, recyclable and energy-<br />
efficient raw material that originates<br />
and is procured from sustainably<br />
managed forests.<br />
sustainabiLity<br />
Thanks to special fibre properties, M-real’s<br />
lighter-than-normal boards and papers feature<br />
excellent performance. lightweight<br />
products consume fewer raw materials, have<br />
fewer environmental effects in production<br />
and transport and generate less waste than<br />
the average.<br />
M-real is committed to using sustainable<br />
raw materials in its production. The most<br />
important raw material for its products is<br />
wood: a renewable, recyclable and energyefficient<br />
raw material that originates and is<br />
procured from sustainably managed forests.<br />
M-real’s parent company <strong>Metsä</strong>liitto Cooperative<br />
is responsible for M-real’s wood supply.<br />
The bulk of the wood raw material used<br />
by M-real in Finland comes from the forests<br />
of the owner-members of <strong>Metsä</strong>liitto Cooperative.<br />
Other wood supply countries include<br />
Austria, latvia, lithuania, France, Sweden,<br />
germany, Russia and Estonia. During the<br />
year under review, <strong>Metsä</strong>liitto supplied a total<br />
of 5.7 million cubic metres of wood to M-real<br />
mills.<br />
M-real is committed to promoting responsible<br />
forest management. All wood purchase<br />
agreements include precise environmental<br />
criteria; also, forest regeneration measures<br />
are implemented in a habitat-sensitive manner<br />
after timber harvesting is completed.<br />
Wood procurement is governed by an<br />
environmental policy regarding wood supply<br />
and forestry, as well as the group’s principles<br />
of corporate responsibility. These are implemented<br />
using certified quality and environmental<br />
systems and an annually updated<br />
environmental programme. Wood procurement<br />
complies with local legislation and<br />
regulations issued by the authorities.<br />
Contractual partners are also required to<br />
operate in a responsible way, and they are<br />
trained on a regular basis. During the year<br />
under review, labour and nature management<br />
training were provided for harvesting<br />
contractors and their machine operators.<br />
Wood procurement operations are under<br />
continuous development and best practices<br />
are always applied.<br />
In wood procurement, valuable plant and<br />
animal habitats and other sites of importance<br />
in terms of the biodiversity of nature or landscape<br />
values are protected. Wood suppliers<br />
and M-real’s logging sites as well as the logging<br />
sites of subcontractors are inspected<br />
more systematically and extensively in order<br />
to protect valuable habitats to ensure that<br />
harvesting is conducted in compliance with<br />
environmental permit conditions. At the<br />
same time, attention is paid to the quality of<br />
the management of the forest environment<br />
and social dimensions such as the training<br />
and occupational safety of employees.<br />
Certified quality and environmental systems<br />
include a wood origin management<br />
system, ensuring that the origin of all procured<br />
wood is known. In procuring wood raw<br />
material, M-real supports forest certification<br />
that is verified by a third party. Some 55 per<br />
cent of the wood raw material used by M-real<br />
came from certified forests during the year<br />
under review. Further, the PEFC forest certification<br />
criteria were revised in Finland, and<br />
an agreement was made on the FSC forest<br />
certification criteria, which will set conditions<br />
for FSC forest certification also in the future.<br />
All M-real mills employ a certified Chain<br />
of Custody system, which enables them to<br />
verify the share of certified wood in their<br />
products. M-real strives to launch more forest<br />
certification labelled products on the<br />
market.<br />
During the year under review, M-real used<br />
approximately 1.8 million tonnes of various<br />
types of pulp, of which approximately 1.3<br />
million tonnes were produced at M-real’s<br />
own mills. M-real had 0.7 million tonnes of<br />
chemical pulp available through the share of<br />
ownership in <strong>Metsä</strong>-Botnia. Approximately<br />
0.3 million tonnes was purchased from external<br />
suppliers and 0.5 million tonnes was sold<br />
externally. M-real requires that its pulp suppliers<br />
operate in strict compliance with the<br />
law, and <strong>report</strong> annually on the origin of<br />
wood, forest certification and environmental<br />
data.
proDuct Safety<br />
Raw materials used in M-real products are<br />
selected on the basis of the end use of the<br />
products. For example, in boards used for<br />
food packages, only raw materials approved<br />
for this end use may be used. As a minimum<br />
requirement, all raw materials must be<br />
approved by the german Federal Institute for<br />
Risk Assessment (BfR) and the u.S. Food and<br />
Drug Administration (FDA).<br />
M-real products have been tested as<br />
required by the relevant laws and recommendations;<br />
for example, the suitability of<br />
boards as toy materials is tested in accordance<br />
with the European En 71–3 and En 71–9<br />
standards.<br />
A database is maintained on the key production<br />
chemicals. The database contains<br />
environmental, health and safety information<br />
and, for example, information on the regis-<br />
Deliveries of certified wood to M-real’s mills in <strong>2010</strong><br />
trations of the substances in compliance with<br />
the REACH chemical regulation. Registration<br />
of substances in accordance with the REACH<br />
regulation (1907/2006/EC) was completed<br />
during the year under review. The registered<br />
substances were typically by-products of the<br />
process, such as ash generated from the<br />
incineration of bark. The REACH registration<br />
obligation is not directly applicable to board<br />
and paper, as they are classified as ”products.”<br />
reSearch anD Development<br />
M-real’s R&D activity during the year under<br />
review focused on the development of highquality<br />
lightweight packaging boards. With<br />
regard to the paper business operations, the<br />
focus was on the development and launch of<br />
new products.<br />
PeFC (%) FsC (%)<br />
Finland 64 8<br />
Sweden 22 20<br />
Austria 62 2<br />
wood supply to M-real’s mills by procurement area<br />
1,000 m3 <strong>2010</strong> 2009 *)<br />
Sweden 2,210 2,272<br />
Finland 1,243 3,488<br />
Austria 792 524<br />
Russia 573 563<br />
latvia 443 228<br />
Estonia 236 204<br />
lithuania 109 47<br />
South Africa 113 0<br />
5,719 7,459<br />
*) including 30 per cent of wood delivered to <strong>Metsä</strong>-botnia mills until 8 december 2009.<br />
The Efficient Packaging research programme<br />
assesses the impact of lightweight<br />
yet high-performance boards on the efficiency<br />
of the entire packaging chain. The<br />
research programme yielded promising<br />
results that can be used in the development<br />
of the board business.<br />
A project to improve the print surface of<br />
cigarette packaging boards was implemented.<br />
The revised product was launched<br />
during the first quarter, and it has been<br />
received extremely positively in this demanding<br />
market.<br />
During 2011, Consumer Packaging will<br />
implement investments at the Simpele, kyro<br />
and kemi board mills. Development activity<br />
is an essential part of these investments. The<br />
kemi mill has particularly focused on the<br />
development of coating, while Simpele and<br />
kyro has engaged in work to improve production<br />
techniques.<br />
The development of non-woven type products<br />
continued in wallpaper base papers.<br />
A new, lighter-than-normal SAVE! office<br />
paper was developed in the Office Papers<br />
business area. The lightness is partly based<br />
on BCTMP pulp. The deliveries to the markets<br />
were started during autumn <strong>2010</strong>. Speciality<br />
Papers, on the other hand, has developed<br />
several new types of one-side coated<br />
flexible packaging and label papers.<br />
During the year under review, M-real was<br />
actively involved in the activity of Forest Cluster<br />
ltd. Forest Cluster’s research programmes<br />
provide resources for renewing<br />
business operations over the long term.<br />
M-real’s R&D expenditure for <strong>2010</strong><br />
amounted to approximately EuR 5 million,<br />
or some 0.2 per cent of sales. The decrease<br />
compared to the previous year is due to the<br />
end of the joint kCl research programme.<br />
sustainabiLity<br />
21
22<br />
Minimising the environmental<br />
impacts of production<br />
m-real is committed to conducting its<br />
business in a responsible manner and<br />
promoting sustainable development<br />
through its business activities as well as<br />
to continuously improving its operations.<br />
sustainabiLity<br />
Minimising the environmental impacts of<br />
operations and maintaining open communications<br />
are the key principles of M-real’s<br />
environmental policy. All of M-real’s mills<br />
operate certified ISO 9001 and ISO 14001<br />
quality and environmental management systems<br />
that support the systematic improvement<br />
and follow-up of operations. Several<br />
mills also have a certified occupational and<br />
product safety system.<br />
M-real’s mills also utilise a certified<br />
Energy Efficient System, which systematically<br />
manages the reduction of energy consumption<br />
and carbon dioxide emissions. M-real<br />
<strong>report</strong>s openly on its environmental impacts<br />
through, for example, mill-specific EMAS<br />
(Eco-Management and Audit Scheme)<br />
<strong>report</strong>s. The Äänekoski paper mill and the<br />
Hallein mill published their EMAS <strong>report</strong>s<br />
during the year under review.<br />
The climate impact of individual products<br />
is <strong>report</strong>ed on a customer-specific basis<br />
through carbon footprint calculations. Product-specific<br />
Paper Profile environmental<br />
product descriptions can be found for all<br />
M-real products on the company’s website<br />
at www.m-real.com. The emissions and<br />
amounts of waste produced by M-real mills<br />
are <strong>report</strong>ed on page 124–125 of this <strong>Annual</strong><br />
Report.<br />
Several improvements that reduce environmental<br />
loads and risks were implemented<br />
at M-real’s mills during the year under<br />
review. Improvements at the Husum mill cut<br />
particle emissions and aimed to reduce air<br />
emissions of nitrogen oxides. The Alizay mill<br />
began to divert part of the bark boiler flue<br />
gases to a pigment plant located at the mill<br />
site for utilising the carbon dioxide in the flue<br />
gases. The use of thermal energy was made<br />
more efficient at the Joutseno chemi-thermomechanical<br />
pulp mill. The Simpele mill<br />
began to expand its landfill. In Äänekoski,<br />
the noise generated by the vacuum blower<br />
and waste water treatment plant was dampened<br />
at the board mill, and the mill’s noise<br />
pollution <strong>report</strong> was updated.<br />
The management of environmental matters<br />
at M-real and <strong>Metsä</strong>-Botnia was developed<br />
by appointing five joint regional environmental<br />
managers to the production<br />
plants. Work to combine the operational systems<br />
of five board mills under one certificate<br />
was started in M-real’s Consumer Packaging<br />
business area.<br />
emiSSionS anD waSte<br />
Industrial air, water and noise emissions have<br />
decreased continuously due to the consistent<br />
application of Best Available Techniques<br />
(BAT).<br />
M-real has systematically reduced the<br />
water consumption of its production. Water<br />
is recycled in the production processes, and<br />
it is thoroughly treated before being discharged<br />
into water systems.<br />
The amounts of harmful substances in<br />
wastewater from board and paper production<br />
have been reduced by more effective treatment<br />
processes, reduced water consumption<br />
and personnel training. Thanks to highly<br />
effective treatment processes, wastewater<br />
emissions cause eutrophication only within<br />
a limited area at the immediate point of discharge.<br />
M-real’s production units are located<br />
in areas of plentiful water supply and therefore<br />
do not compete for water with households,<br />
agriculture or other water users.<br />
M-real has joined the un’s global Compact<br />
CEO Water Mandate initiative to make<br />
water consumption and open <strong>report</strong>ing on it<br />
more efficient. M-real keeps a close eye on<br />
the development of international <strong>report</strong>ing<br />
policies on water consumption.<br />
M-real has reduced its emissions into the<br />
air by introducing low-sulphur fuels and by<br />
replacing fossil fuels with wood-based fuels.<br />
The most significant atmospheric emissions<br />
include: fuel-derived sulphur and nitrogen<br />
oxides, which can cause water and soil acidification;<br />
carbon dioxide, the main driver of<br />
climate change; and particle emissions,<br />
which have a negative impact on air quality.
Mill waste levels have also been reduced<br />
through the efficient re-use of by-products<br />
and co-products. In addition, on-site sorting<br />
of mill waste for use as raw material or for<br />
energy production has reduced the need for<br />
landfill disposal. For example, primary fibre,<br />
high-quality recycled fibre or both are used<br />
as raw materials for office paper, depending<br />
on its type. Packaging plastics, metals, paper<br />
and board are recycled. Process sludge and<br />
wood-based waste are used as fuels if they<br />
cannot be otherwise utilised. The fibre sludge<br />
generated during the recovered fibre deinking<br />
process is used in the building products<br />
industry and for energy production. Ash from<br />
the mill power plant is used in earthworks<br />
construction as an alternative to gravel and<br />
other soil resources. Wood ash can also be<br />
used as a fertiliser.<br />
Developing <strong>report</strong>ing on the<br />
environmental performance of<br />
logiSticS<br />
Environmental impacts are mitigated by<br />
making logistics more efficient. The products<br />
are transported in the largest units possible,<br />
with the transport vehicles loaded as full as<br />
possible. In selecting warehouses, those with<br />
a rail connection are preferred. However, the<br />
March stevedore strike in Finland resulted<br />
in deviations from the established routes.<br />
Transport and warehouse functions are<br />
largely outsourced to partners, and valid<br />
environmental indicators<br />
environmental certificates and policies play<br />
an essential role in their selection. logisticsrelated<br />
indicators and <strong>report</strong>ing, especially<br />
with regard to environmental performance,<br />
are continuously improved. M-real <strong>report</strong>s<br />
on the environmental impacts of the transport<br />
of its products in the Paper Profile environmental<br />
declarations.<br />
The International Maritime Organisation<br />
IMO adopted emission limits for sulphur and<br />
nitrogen oxides gradually, which results in<br />
challenges, particularly for maritime transport<br />
in the Baltic region and fuels. The biggest<br />
change concerning sulphur emission<br />
standards is scheduled for 2015, when the<br />
reduction from the current level of 1.0 per<br />
cent to 0.1 per cent comes into force. Estimates<br />
forecast the cost impact of the change<br />
on the forest industry to be very considerable,<br />
and, in Finland, higher than in other competing<br />
countries.<br />
reSponSible buSineSS practice<br />
M-real is committed to conducting its business<br />
in a responsible manner and promoting<br />
sustainable development through its business<br />
activities as well as to continuously<br />
improving its operations. The key values of<br />
the company – responsible profitability, reliability,<br />
cooperation and renewal – lay the<br />
foundation for all operations. M-real measures<br />
the financial, social and environmental<br />
impacts of its operations. The results are<br />
Tonnes<br />
emissions to air<br />
<strong>2010</strong> 2009 2008<br />
greenhouse effect, CO -eqv 2 789,347 952,462 1,199,262<br />
Acidification, SO -eqv 2<br />
Discharges to water<br />
3,468 5,002 7,245<br />
COD 18,414 26,095 35,004<br />
Eutrophication, P-eqv<br />
waste<br />
44 150 210<br />
landfill waste 15,829 25,433 76,229<br />
<strong>report</strong>ed on a regular basis to the group’s<br />
shareholders in, for instance, the <strong>Annual</strong><br />
Report.<br />
M-real has endorsed <strong>Metsä</strong>liitto group’s<br />
Commitment to Corporate Responsibility,<br />
which it implements through its principles<br />
of corporate responsibility. The statement is<br />
based in part on the un’s global Compact.<br />
Through <strong>Metsä</strong>liitto group, M-real is also an<br />
active member of the World Business Council<br />
for Sustainable Development (WBCSD).<br />
The themes of sustainable development<br />
central to M-real’s customers and other<br />
stakeholders include the legality of the wood<br />
raw material, wood origin management and<br />
forest certification, climate-related matters,<br />
such as carbon footprints, questions related<br />
to water consumption and matters of social<br />
responsibility and product safety. The management<br />
of environmental issues is based<br />
on M-real’s environmental policy which, in<br />
turn, is based on the continuous development<br />
of operations. The HR policy is managed<br />
systematically so that employees’ working<br />
conditions and competence are improved and<br />
well-being at work and occupational safety<br />
are developed in a proactive and targetoriented<br />
way.<br />
M-real follows <strong>Metsä</strong>liitto group’s Code<br />
of Conduct, which is designed to ensure<br />
group-wide adherence to approved practices<br />
and common ethical principles. The leading<br />
principles of the Code of Conduct include<br />
compliance with the principles of corporate<br />
responsibility, performing one’s duties in the<br />
best possible manner, anti-corruption, open<br />
communications, appropriate action in case<br />
of conflicting interests, and fair competition.<br />
sustainabiLity<br />
23
24<br />
energy<br />
efficiency<br />
M-real aims to continuously improve the<br />
efficiency of energy consumption and production<br />
in its operations and increase the share<br />
of wood-based, carbon dioxide-neutral<br />
energy, which is already high, in its energy<br />
procurement.<br />
The energy efficiency of M-real’s operations<br />
improved significantly during the year<br />
under review compared to the previous year.<br />
The improvement was particularly due to the<br />
higher utilisation rates of the mills. In addition,<br />
several energy efficiency development<br />
projects were carried out during the year.<br />
The annual energy-saving impact of the<br />
projects is some 180,000 MWh of heat and<br />
50,000 MWh of electricity. The projects cut<br />
carbon dioxide emissions by approximately<br />
34,000 tonnes per year, or some four per cent<br />
of the total annual emissions.<br />
new minor projects that improve energy<br />
efficiency are continuously analysed and<br />
evaluated. Energy efficiency is also improved<br />
as part of the daily optimisation of production.<br />
This development work was continued in<br />
<strong>2010</strong> by utilising the Energy Efficiency Sys-<br />
Development of energy usage 2008–<strong>2010</strong><br />
gWh<br />
Wood<br />
based<br />
fuels<br />
sustainabiLity<br />
Fossil<br />
fuels<br />
2008 2009 <strong>2010</strong><br />
Purchaced<br />
energy<br />
Purchased<br />
heat<br />
16,000<br />
12,000<br />
8,000<br />
4,000<br />
0<br />
tem, which is part of the <strong>Metsä</strong>liitto group’s<br />
climate programme. For example, new<br />
measurements and automation tools were<br />
built and commissioned during the year<br />
under review.<br />
uSe of biofuelS<br />
Wood is M-real’s main source of energy (50<br />
per cent), of which by-products account for<br />
the majority. The aim is to increase the share<br />
of wood-based fuels, thereby reducing carbon<br />
dioxide emissions.<br />
The fossil carbon dioxide emissions of<br />
M-real’s energy procurement decreased by<br />
some 17 percent during the year under<br />
review compared to 2009. The emissions<br />
decreased as a result of increased use of<br />
wood energy in Hallein, Husum and kaskinen.<br />
The emissions were reduced further by<br />
the change in <strong>Metsä</strong>-Botnia’s consolidation<br />
method and changes in M-real’s production<br />
structure carried out in 2009 and <strong>2010</strong>,<br />
mainly the shutdown of the Hallein paper<br />
mill and Alizay pulp mill and the production<br />
cuts of the gohrsmühle mill.<br />
The Olkiluoto nuclear power plant, which<br />
is run by Teollisuuden Voima Oy, a subsidiary<br />
of Pohjolan Voima Oy, provides a significant<br />
share of the electricity needed by M-real. In<br />
addition, the share of electricity produced<br />
with hydro power of electricity purchase is<br />
carbon dioxide-neutral fuel, and combined<br />
with nuclear power they account for 25 per<br />
cent of energy purchase. Bio-based and car-<br />
Development of energy usage 2008–<strong>2010</strong><br />
bon dioxide-neutral energy accounted for a<br />
total of 75 per cent of all energy consumption<br />
in <strong>2010</strong>.<br />
At some M-real mills, the processes generate<br />
wood-based by-products for utilisation<br />
in energy consumption in excess of the mills’<br />
own energy needs. The surplus is sold as<br />
carbon dioxide-neutral wood fuel and/or heat<br />
to partners in the region.<br />
energy proDuction aSSetS<br />
DevelopeD<br />
During the year under review, the capacity<br />
of the recovery boiler at the Husum mill in<br />
Sweden was increased, and bio-based heat<br />
production increased with the need for oil<br />
decreasing considerably as a result. Husum’s<br />
turbine investment is expected to be complete<br />
during the second half of 2011. The<br />
investment will increase the mill’s electricity<br />
self-sufficiency from approximately 30 per<br />
cent to 50 per cent. Additional electricity will<br />
be produced using wood-based fuels.<br />
A decision was made towards the end of<br />
<strong>2010</strong> to build a new bio power plant at the<br />
kyröskoski mill, replacing the existing natural<br />
gas power plant. The bio power plant is<br />
planned to be complete toward the end of<br />
2012. This will reduce the mill’s carbon dioxide<br />
emissions by approximately 100,000<br />
tonnes per year. The bio power plant investment<br />
is being implemented by a specific<br />
company, Hämeenkyrön Voima Oy, with Pohjolan<br />
Voima as the majority shareholder and<br />
gWh <strong>2010</strong> 2009 2008<br />
use of wood-based fuels 6,924 11,216 14,096<br />
use of fossil fuels 3,153 3,702 4,701<br />
Purchased energy 2,284 1,841 2,205<br />
Purchased heat 412 54 228<br />
sources of total energy<br />
gWh Gwh <strong>2010</strong> (%) 2009 (%) 2008 (%)<br />
Wood-based 8,239 50 60 60<br />
nuclear power 3,453 21 14 14<br />
natural gas 2,284 14 11 13<br />
Coal 1,150 7 6 6<br />
Hydro power 730 4 3 3<br />
Oil 271 2 4 4<br />
Peal 212 1 1 1
the local energy company leppäkosken<br />
Sähkö Oy as a minority shareholder.<br />
finlanD’S energy policy<br />
The Finnish State decided on considerable<br />
increases in energy and waste taxes in <strong>2010</strong>,<br />
and, as a result, the taxes paid by M-real will<br />
increase in 2011. The Finnish burden of<br />
energy taxation is among the highest in<br />
Europe. In Sweden, the taxes, which have<br />
already been very low, are being decreased<br />
further.<br />
During the year under review, Finland also<br />
increased so-called feed-in tariff subsidies<br />
for electricity produced using wood fuel. At<br />
the same time, it was decided to start taxing<br />
peat burning. As a result of all this, it is more<br />
profitable than before for the energy industry<br />
to burn wood, which might reduce the availability<br />
of wood for the forest industry, thereby<br />
impairing the competitiveness and viability<br />
of the export industry. The forest industry has<br />
wood-based raw materials<br />
Wood (1,000 m3 ) 5,288<br />
Pulp (1,000 t) 263<br />
Recovered paper (1,000 t) 96<br />
other raw materials (1,000 t)<br />
Pigments 568<br />
Adhesives 110<br />
energy (Gwh)<br />
Fuel purchased outside the<br />
group 4,973<br />
Electricity (purchased) 2,284<br />
Heat (purchased) 412<br />
Process water (1,000 m 3 ) 101,900<br />
proposed that a monitoring system be established<br />
for following up on the effect of input<br />
tariff subsidies on the availability and price<br />
of wood. State subsidies for the use of wood<br />
for energy paid from overall taxation funds<br />
should be reduced if they cause problems to<br />
the non-subsidised export industry.<br />
The decision of the Finnish parliament on<br />
granting permits for two new nuclear power<br />
plants made in <strong>2010</strong> in Finland was a positive<br />
signal for the forest industry. One of the two<br />
permits was granted to Teollisuuden Voima,<br />
which provides the majority of electricity procured<br />
by M-real from outside its mills. However,<br />
soon after this permit decision, the<br />
government initiated surveys into the possibility<br />
of a uranium tax on the producers of<br />
nuclear electricity. Carbon dioxide-neutral<br />
energy production should not be burdened.<br />
Investments in new nuclear power capacity<br />
will become more uncertain than before if<br />
its profitability is weakened through political<br />
decisions.<br />
emissions to air (t)<br />
Particles 353<br />
Carbon dioxide CO (fossil fuels) 2 789,347<br />
Sulphur (as SO ) 2 1,271<br />
nitrogen oxides (as nO ) 2 6,276<br />
M-real<br />
Discharges to water systems (t)<br />
Biological oxygen demand (BOD ) 7 1,889<br />
Chemical oxygen demand (COD) 18,414<br />
Phosphorus (P) 44<br />
nitrogen (n) 286<br />
Total suspended solids 1,755<br />
waste (t)<br />
landfill waste 15,829<br />
Hazardous waste 355<br />
emiSSionS traDing<br />
During the year under review, the Commission<br />
of the European union specified its proposal<br />
for the distribution of free emission<br />
rights to the so-called carbon leakage industries<br />
during 2013–2020. According to the<br />
Commission’s proposal, free emission rights<br />
will be distributed in line with the energy<br />
efficiency of the producers. less efficient<br />
producers will need to buy a larger share of<br />
their emissions rights. According to a preliminary<br />
estimate, M-real will probably need<br />
to purchase part of the emissions rights it<br />
needs beginning in 2013. The differences<br />
between the mills in need for purchases are<br />
high, depending particularly on the type of<br />
fuel they use. The Eu will make final decisions<br />
on the distribution rules in 2011.<br />
Production<br />
Chemical (1,000t)<br />
Paper 1,459<br />
Paperboard 1,105<br />
Pulp and CTMP 1,295<br />
sustainabiLity<br />
25
26<br />
from restructuring to continuous<br />
development of the personnel<br />
m-real considers well-being at work and<br />
occupational safety as important parts of<br />
profitable operations and the building of<br />
success.<br />
sustainabiLity<br />
M-real’s personnel-related development<br />
measures were based on three focal areas,<br />
on the basis of which operations will also be<br />
developed and continued in 2011: securing<br />
future resources, ensuring the competences<br />
of existing personnel and developing wellbeing<br />
at work.<br />
On 31 December <strong>2010</strong>, the number of<br />
M-real personnel amounted to 4,538. This<br />
was approximately 365 lower than the year<br />
before, mainly due to the actions after social<br />
plan negotiations due to the closure of the<br />
Alizay pulp mill, and the operating model<br />
changes and personnel reductions carried<br />
out at the gohrsmühle, Reflex and Husum<br />
mills.<br />
The ”Sharing Best Practices within<br />
M-real” programme shares best practices<br />
related to the working areas, content of work<br />
and operating models. During the year under<br />
review, the programme was continued at the<br />
gohrsmühle and Husum mills by implementing<br />
new operating and organisation models<br />
occupational safety and well-being 2008–<strong>2010</strong>, M-real<br />
in connection with the changes implemented.<br />
The changes in operating models result in<br />
extended and more diverse job descriptions,<br />
making work more varied and motivating.<br />
Statutory labour negotiations were conducted<br />
in Finland during the year under<br />
review at the Äänekoski mill in connection<br />
with the investment to improve production<br />
efficiency and at the Simpele mill in connection<br />
with the investment in production to<br />
increase production capacity. Employees<br />
made redundant or facing redundancy were<br />
supported by training and seeking new<br />
employment as well as re-employment at<br />
the company’s other sites. The support was<br />
provided in accordance with the agreed social<br />
plan in close cooperation with representatives<br />
of the personnel and employment<br />
authorities.<br />
The employer and personnel are holding<br />
continuous discussions in regular meetings<br />
arranged at the offices and mills. In addition,<br />
representatives of the management regularly<br />
<strong>2010</strong> 2009 2008<br />
Sickness absenteeism (%) 4.7 4.8 4.7<br />
Work injury absenteeism (%)<br />
lost time accident frequency rate<br />
0.3 0.3 0.2<br />
(per million worked hours) 15.8 14.6 18.8<br />
Reported near misses (per 100 employees) 38.0 16.9 15.8<br />
Personnel by country<br />
Personnel<br />
31.12.<strong>2010</strong><br />
Personnel at<br />
31.12.2009<br />
net employment<br />
change <strong>2010</strong><br />
Average age<br />
of employees <strong>2010</strong><br />
Finland 1,783 1,824 -41 44.3<br />
germany 1,073 1,228 -155 46.0<br />
Sweden 891 980 -89 46.2<br />
France 353 396 -43 41.2<br />
Austria 197 203 -6 43.4<br />
Other Countries 241 272 -31 38.9<br />
Total 4,538 4,903 -365 44.5
take part in the personnel groups’ meetings.<br />
During the year under review, the close cooperation<br />
between the previously merged<br />
M-real and <strong>Metsä</strong>-Botnia HR organisations<br />
and their integration with the business<br />
organisations continued.<br />
An extensive personnel survey was initiated<br />
at M-real which included all M-real units<br />
except for the Hallein, gohrsmühle and Alizay<br />
mills. In 2011, the survey will cover all units.<br />
The need for improving internal communications,<br />
utilising internal development ideas<br />
better and making the Performance and<br />
Development Appraisal policy more efficient<br />
were identified on the basis of the results.<br />
The information obtained from the personnel<br />
survey has been integrated into the annual<br />
plans, and its results have been reviewed<br />
during the annual planning process in<br />
autumn <strong>2010</strong>. The implementation of the<br />
development measures agreed on the basis<br />
of the personnel survey is followed on a quarterly<br />
basis.<br />
Development of well-being at<br />
work<br />
M-real considers well-being at work and<br />
occupational safety as important parts of<br />
profitable operations and the building of success.<br />
The aim is to identify risks associated<br />
with the personnel’s well-being in a systematic<br />
and proactive way. Superiors are supported<br />
by the local HR organisations, and<br />
M-real reduces the amount of sick leave and<br />
occupational accidents through programmes<br />
monitored on a monthly basis as part of the<br />
<strong>report</strong>ing of the HR organisation.<br />
Securing future reSourceS<br />
M-real participated considerably in <strong>Metsä</strong>liitto<br />
group’s trainee programme, with 13 out<br />
of the selected 26 participants training to<br />
work for M-real. In addition, the planning of<br />
the production personnel recruitment programme<br />
that is due to commence in 2012<br />
was also started during the year under<br />
review.<br />
M-real has implemented semi-annually<br />
updated retirement forecasts where the<br />
employees who are about to retire and the<br />
competence leaving the company with them<br />
will be identified. The information obtained<br />
in this way will be combined with the results<br />
of the personnel competence surveys, and<br />
recruitment training will be developed<br />
accordingly to correspond to future competence<br />
and personnel needs. M-real also<br />
developed cooperation with schools and educational<br />
institutions in <strong>2010</strong>.<br />
The Simplifier development programme<br />
for middle-management was started during<br />
the year under review and will be continued<br />
in 2011. In addition, M-real employees participated<br />
in <strong>Metsä</strong>liitto group’s management<br />
Challenger development programme.<br />
enSuring the competence of<br />
exiSting perSonnel<br />
The reduction in personnel training resources<br />
during 2007–2009 due to the stringent financial<br />
position has been a special challenge in<br />
the immediate past. During the year under<br />
review, M-real has invested strongly in identifying<br />
the training needs of personnel,<br />
improving the quality of training and developing<br />
the training system.<br />
Personnel training needs were identified<br />
with the help of an extensive analysis tool,<br />
competence surveys, and Performance and<br />
Development Appraisals. During the year<br />
under review, M-real updated the Performance<br />
and Development Appraisal operating<br />
model, which includes support materials<br />
distributed to the employees and their superiors.<br />
Extensive competence surveys identify<br />
the areas in which the personnel require<br />
more efficient and higher-quality training.<br />
The kyro mill was the pilot site during the<br />
year under review, and the implementation<br />
has been continued at the Äänekoski paper<br />
mill. During 2011, the surveys will be<br />
extended to other mills and offices. The competence<br />
surveys provide valuable information<br />
for the development of the training system.<br />
The training system was updated during<br />
the year under review and launched on the<br />
intranet, allowing employees to enrol in the<br />
training. The implementation of supplementary<br />
training and degree-based training and<br />
production multi-skill training has been continued<br />
in joint groups with <strong>Metsä</strong>-Botnia in<br />
order to ensure an extensive participant base.<br />
sustainabiLity<br />
27
28<br />
sustainabiLity
FINANCIAL STATEMENTS<br />
REpoRT oF ThE BoARd oF dIRECToRS <strong>2010</strong> 30<br />
CoNSoLIdATEd STATEMENT oF CoMpREhENSIvE INCoME 38<br />
CoNSoLIdATEd BALANCE ShEET 39<br />
STATEMENT oF ChANgES IN ShAREhoLdERS’ EquITy 40<br />
<strong>2010</strong><br />
CoNSoLIdATEd CASh FLow STATEMENT 41<br />
NoTES To ThE FINANCIAL STATEMENT 42<br />
CALCuLATIoN oF kEy RATIoS 92<br />
pARENT CoMpANy ACCouNTS – INCoME STATEMENT 93<br />
STaTeMeNTS<br />
pARENT CoMpANy ACCouNTS – BALANCE ShEET 94<br />
pARENT CoMpANy ACCouNTS – CASh FLow STATEMENT 95<br />
pARENT CoMpANy ACCouNTINg poLICIES 96<br />
FINaNCIal<br />
NoTES To ThE pARENT CoMpANy FINANCIAL STATEMENT 97<br />
ThE BoARd’S pRopoSAL FoR ThE dISTRIBuTIoN oF pRoFITS 102<br />
AudIToR’S REpoRT 103 M-Real<br />
29
Report of the <strong>Board</strong> of directors <strong>2010</strong><br />
Market situation in <strong>2010</strong><br />
demand for all main products increased clearly in <strong>2010</strong>. demand<br />
for board products was very strong throughout the year, especially<br />
with regard to food packaging. Backed up by the solid demand outlook,<br />
M-real announced that it will increase its folding boxboard<br />
production capacity. demand for office paper deteriorated slightly<br />
towards the end of the year after a very solid first half of the year.<br />
Total deliveries of european folding boxboard producers increased<br />
by 9 percent and total deliveries of uncoated fine paper producers<br />
by 7 percent in <strong>2010</strong> compared with 2009.<br />
The price of folding boxboard was increased, and the prices of<br />
annual agreements for 2011 made at the end of the year were more<br />
than 10 percent better than the annual agreements for <strong>2010</strong>. office<br />
paper prices were increased by approximately 15 percent and speciality<br />
papers by approximately 5 percent on average. The pulp<br />
market price increased considerably during the year, reaching its<br />
peak during the second quarter. however, the average pulp price<br />
was the highest during the third quarter.<br />
There were no significant changes in production costs as a whole<br />
in <strong>2010</strong>.<br />
The average exchange rate of the euro against the US dollar, the<br />
British pound and, in particular, the Swedish krona weakened in<br />
<strong>2010</strong>.<br />
Result for the review period<br />
M-real’s sales totalled eUR 2,605 million (2009: 2,432 and 2008:<br />
3,236). Comparable sales were up 19.2 per cent. The operating result<br />
was eUR 146 million (2009: -267 and 2008: -61), and the operating<br />
result excluding non-recurring items was eUR 173 million (2009:<br />
-150 and 2008: -35). The result from continuing operations before<br />
taxes excluding non-recurring items was eUR 92 million (2009: -230<br />
and 2008:-178), and including non-recurring items eUR 48 million<br />
(2009: -358 and 2008: -204).<br />
The operating results was eUR 146 million (2009:-267 and 2008:<br />
-61). The non-recurring items recognised in the operating result<br />
Sales<br />
EuR million<br />
30 RepoRT oF The BoaRd oF dIReCToRS <strong>2010</strong><br />
4,000<br />
3,000<br />
2,000<br />
1,000<br />
Operating result<br />
EuR million<br />
amounted to eUR -27 million net (2009: -117 and 2008: -26), the<br />
most significant being:<br />
• eUR 28 million impairment of fixed assets in the Speciality papers<br />
business area<br />
• eUR 15 million impairment of fixed assets in the Market pulp and<br />
energy business area<br />
• eUR 15 million impairment of fixed assets and cost provisions in<br />
the Consumer packaging business area related to the closure of<br />
the Simpele paper machine<br />
• eUR 9 million reversal of impairment of fixed assets in the office<br />
papers business area<br />
• eUR 10 million gain and reversal of impairment loss in the Speciality<br />
papers business area connected with the partial divestment<br />
of the Reflex mill to <strong>Metsä</strong> Tissue<br />
• eUR 8 million net cost provision in the Speciality papers business<br />
area connected with the restructuring of M-real Zanders and<br />
partial divestment of the Reflex mill to <strong>Metsä</strong> Tissue<br />
• eUR 10 million income was recognised in the operating profit<br />
under other operations in connection with IT arrangements. In<br />
addition, eUR 2 million was allocated to the result for discontinued<br />
operations due to the arrangement.<br />
• eUR 8 million reversal of impairment loss under other operations<br />
associated with the sale of paper machine 2 in Kangas<br />
• eUR 6 million gain from patents sold to Sappi under other operations<br />
• eUR 4 million additional cost provision in the Market pulp and<br />
energy business area relating to the closure of the alizay pulp mill<br />
The non-recurring items recognised in the operating result for 2009<br />
amounted to eUR -117 million net, the most significant being:<br />
• eUR 134 million profit related to the <strong>Metsä</strong>-Botnia arrangement,<br />
of which eUR 18 million is allocated to Market pulp and energy<br />
and eUR 116 million to other operations.<br />
• an impairment loss of eUR 113 million according to IaS 36, of<br />
which eUR 66 million is allocated to Speciality papers and eUR<br />
Operating result, excluding<br />
non-recurring items<br />
EuR million<br />
0<br />
-300<br />
06 07 08 09 10 06 07 08 09 10 06 07 08 09 10<br />
200<br />
100<br />
0<br />
-100<br />
-200<br />
200<br />
100<br />
0<br />
-100<br />
-200
47 million to office papers. of these, eUR 33 million was recognised<br />
in goodwill.<br />
• eUR 48 million in write-downs and cost provisions in the Market<br />
pulp and energy business area connected to the plan to permanently<br />
close down the alizay pulp mill.<br />
• eUR 28 million in cost provisions and write-downs in the Speciality<br />
papers business area connected to the closure of the hallein<br />
paper mill.<br />
• eUR 22 million cost provisions and write-downs associated with<br />
the closure of the <strong>Metsä</strong>-Botnia Kaskinen mill. This total consists<br />
of eUR 16 million related to the Consumer packaging business<br />
area and eUR 6 million to the Market pulp and energy business<br />
area.<br />
• eUR 12 million cost provision in other operations associated with<br />
the terminated IT contract.<br />
• eUR 11 million cost provision related to profit improvement measures<br />
at the husum mill, of which eUR 9 million in the office papers<br />
business area and eUR 2 million in the Market pulp and energy<br />
business area.<br />
• eUR 5 million cost provision associated with the profit improvement<br />
programme of the Speciality papers business area.<br />
• eUR 12 million net in other non-recurring items, of which eUR 2<br />
million was in Consumer packaging, eUR 1 million in Speciality<br />
papers and eUR 9 million in other operations.<br />
The operating result excluding non-recurring items compared with<br />
the previous year was improved by the implemented price increases<br />
in board and paper, increased delivery volumes, cost savings and<br />
higher pulp price. The result was weakened by the strengthening of<br />
the Swedish crown against the euro, the investment shutdown at<br />
the husum mill and the Finnish stevedore strike. The operating result<br />
of the review period includes a capital gain of eUR 8 million from<br />
sold Sappi shares booked in other operating income.<br />
The total delivery volume of paper businesses in <strong>2010</strong> was<br />
1,155,000 tonnes (2009: 1,132,000 and 2008: 1,761,000). deliveries<br />
Return on capital employed<br />
%<br />
06 07 08 09 10<br />
6<br />
3<br />
0<br />
-3<br />
-6<br />
-9<br />
Earnings per share<br />
EuR<br />
by Consumer packaging totalled 1,390,000 tonnes (2009: 1,212,000<br />
and 2008: 1,345,000).<br />
Financial income and expenses totalled eUR -74 million (-75).<br />
Foreign exchange gains and losses from accounts receivable,<br />
accounts payable, financial income and expenses and the valuation<br />
of currency hedging were eUR -9 million (5). Net interest and other<br />
financial income and expenses amounted to eUR -65 million (-80).<br />
other financial income and expenses included eUR 2 million of<br />
valuation loss on interest rate derivatives (valuation gain of 10). The<br />
financial income of 2009 also included a gain of approximately eUR<br />
31 million related to repurchases of M-real’s own bonds and financial<br />
expenses included a loss of eUR 30 million related to early<br />
repayment of the vendor note by Sappi.<br />
In the year under review, the result from continuing operations<br />
before taxes was eUR 48 million (2009: -358 and 2008: -204). In addition<br />
to the non-recurring items booked in the operating result, the<br />
result includes an impairment loss of eUR -16 million, related to<br />
M-real’s holding in Myllykoski paper oy, <strong>report</strong>ed as a non-recurring<br />
item in Share of results in associated companies after the operating<br />
result. The result for year 2009 included a non-recurring item of<br />
eUR -11 million in the line Share of results in associated companies<br />
from the Sunila pulp mill divested by Myllykoski paper during the<br />
second quarter. The result from continuing operations before taxes,<br />
excluding non-recurring items, was eUR 92 million (2009: -230 and<br />
2008: -178). Income taxes, including the change in deferred tax<br />
liabilities, were eUR -21 million (2009: positive 27 and 2008: positive<br />
34).<br />
earnings per share were eUR 0.09 (2009:-1.09 and 2008: -1.58).<br />
earnings per share from continuing operations excluding nonrecurring<br />
items were eUR 0.23 (2009:-0.66 and 2008: -0.48). The<br />
return on equity was 2.8 per cent (2009: -28.6 and 2008: -10.4), and<br />
7.6 per cent (2009: -18.3 and 2008: -9.0) excluding non-recurring<br />
items. The return on capital employed was 5.7 per cent (2009: -8.9<br />
and 2008: -1.3); 7.6 per cent (2009: -4.5 and 2008: -0.5) excluding<br />
non-recurring items.<br />
0.5<br />
0<br />
-0.5<br />
-1.0<br />
-1.5<br />
Result from continuing<br />
operations before tax<br />
EuR million<br />
-2.0<br />
06 07 08 09 10 06 07 08 09 10<br />
100<br />
RepoRT oF The BoaRd oF dIReCToRS <strong>2010</strong><br />
0<br />
-100<br />
-200<br />
-300<br />
-400<br />
31
Personnel<br />
The number of personnel was 4,538 on 31 december (31 december<br />
2009: 4,903 and 31 december 2008: 6,546), of which 1,783 (2009:<br />
1,824 and 2008: 2,258) worked in Finland. In <strong>2010</strong>, M-real employed<br />
an average of 4,772 people (2009: 5,913 and 2008: 9,087). The figures<br />
for the end of 2009 no longer includes the share of <strong>Metsä</strong>-Botnia<br />
personnel due to change in the consolidation method. The figures<br />
for 2008 included 30 per cent of <strong>Metsä</strong>-Botnia personnel (2008: 553).<br />
In <strong>2010</strong> salaries and wages totalled eUR 209 million (2009: 254 and<br />
2008: 293). <strong>Metsä</strong>-Botnia’s wages are included until 8.12.2009.<br />
Investments<br />
Gross investments in January-december totalled eUR 66 million<br />
(2009: 73 and 2008: 128). The investments in 2009 included a eUR<br />
16 million share of <strong>Metsä</strong>-Botnia’s investments based on M-real’s<br />
30 per cent share of ownership and the consolidation method of<br />
<strong>Metsä</strong>-Botnia until 8 december 2009.<br />
M-real has announced that it will invest eUR 26 million in the<br />
Simpele mill to increase its folding boxboard capacity by approximately<br />
80,000 tonnes. The sheeting capacity will also be expanded<br />
at the same time. The investments will be carried out in summer<br />
2011.<br />
M-real has also announced that it will invest in the modernisation<br />
of the coating section at the Kemiart liners mill. The total value of<br />
the investment is approximately eUR 16 million. This investment will<br />
also be carried out in 2011.<br />
Structural change<br />
M-real’s structural change from a paper company to become more<br />
clearly a packaging material producer has proceeded according to<br />
the strategy. The focus has increasingly shifted from restructuring<br />
to development, as is demonstrated by the Simpele and Kemiart<br />
liners investments scheduled for 2011. efforts to solve the problems<br />
of loss-making paper units will continue, and success in this area<br />
Assets and capital employed<br />
EuR million<br />
06 07 08 09 10<br />
32 RepoRT oF The BoaRd oF dIReCToRS <strong>2010</strong><br />
8,000<br />
6,000<br />
4,000<br />
2,000<br />
0<br />
Non-current assets<br />
Inventories<br />
other current assets<br />
average<br />
would further clearly improve M-real’s profitability. The strategic<br />
review of the paper business continues.<br />
M-real’s eUR 80 million profit improvement programme for <strong>2010</strong><br />
announced in december <strong>2010</strong> was realised according to plans. The<br />
most significant measures were:<br />
• permanent closure of the alizay pulp mill in France<br />
• Closure of the speciality paper capacity of the Reflex mill in<br />
Germany<br />
• Streamlining of the organisation and management model in<br />
Zanders<br />
• a new eUR 20 million internal profit improvement programme<br />
covering all business areas<br />
In addition, the profit improvement programme includes a eUR 22<br />
million investment at the husum mill to improve its energy efficiency.<br />
The investment is proceeding according to plan.<br />
The combined profit impact of these measures and the previous<br />
years’ profit improvement programmes is expected to have been an<br />
improvement of approximately eUR 100 million in <strong>2010</strong>, divided as<br />
follows:<br />
• The profit improvement programme of <strong>2010</strong>: eUR 40 million<br />
• earlier implemented profit improvement programmes: eUR 60<br />
million<br />
The Reflex mill in Germany is developed according to the paper park<br />
concept, the target being to find industrial partners for the mill site.<br />
In october <strong>2010</strong>, M-real announced the first phase of the development:<br />
partial divestment of the Reflex mill to <strong>Metsä</strong> Tissue for<br />
approximately eUR 10 million. The agreement with <strong>Metsä</strong> Tissue<br />
covered paper machine 5 and related real estate, as well as certain<br />
infrastructure assets. The negotiations to reduce the headcount at<br />
the M-real Zanders mills concluded in June.<br />
In July, M-real exercised its option to purchase former Kangas<br />
paper mill real estate and land area from Sappi for a price of eUR<br />
13 million. The deal was part of an agreement in which M-real and
Sappi settled the issues still open related to the divestment of M-real’s<br />
Graphic papers business area in 2008. In September, the city of<br />
Jyväskylä decided to use its right of pre-emption based on law to<br />
purchase the Kangas mill real estate from M-real for an equivalent<br />
price of eUR 13 million.<br />
M-real discontinued Simpele’s speciality paper production at the<br />
end of the year. The production of corresponding products will continue<br />
at the Gohrsmühle mill in Germany. The transfer of production<br />
is expected to improve M-real’s annual operating result by approximately<br />
eUR 4 million.<br />
Research and development<br />
M-real’s R&d activity during the year under review focused on the<br />
development of high-quality lightweight packaging boards. With<br />
regard to the paper business operations, the focus was on the development<br />
and launch of new products.<br />
The efficient packaging research programme assesses the impact<br />
of lightweight yet high-performance boards on the efficiency of the<br />
entire packaging chain. The research programme yielded promising<br />
results that can be used in the development of the board business.<br />
a project to improve the print surface of cigarette packaging<br />
boards was implemented. The revised product was launched during<br />
the first quarter, and it has been received extremely positively in this<br />
demanding market.<br />
during 2011, Consumer packaging will implement investments<br />
at the Simpele and Kemi board mills and is planning to invest in<br />
Äänekoski and Kyröskoski board mills. development activity is an<br />
essential part of these investments. The Kemi mill has particularly<br />
focused on the development of coating, while Simpele has engaged<br />
in work to improve production techniques. The development of nonwoven<br />
type papers continued in wallpaper base papers.<br />
a new, lighter-than-normal SaVe! office paper was developed in<br />
the office papers business area. The lightness is partly based on<br />
BCTMp pulp. The deliveries to the markets were started during<br />
autumn <strong>2010</strong>. Speciality papers, on the other hand, has developed<br />
Equity ratio<br />
%<br />
06 07 08 09 10<br />
40<br />
30<br />
20<br />
10<br />
0<br />
Gearing ratio<br />
%<br />
several new types of double-coated flexible packaging and label<br />
papers.<br />
during the year under review, M-real was actively involved in the<br />
activity of Forest Cluster ltd. Forest Cluster’s research programmes<br />
provide resources for renewing business operations over the long<br />
term.<br />
M-real’s R&d expenditure for <strong>2010</strong> amounted to approximately<br />
eUR 5 million, or some 0.2 percent of sales (2009: 7 and 0.3 per cent,<br />
2008: 10 and 0.3 per cent). The decrease compared to the previous<br />
year is due to the end of the joint KCl research programme.<br />
Environmental factors<br />
Minimising the environmental impacts of operations and maintaining<br />
open communications are the key principles of M-real’s environmental<br />
policy. all of M-real’s mills operate certified ISo 9001 and<br />
ISo 14001 quality and environmental management systems that<br />
support the systematic improvement and follow-up of operations.<br />
Several mills also have a certified occupational and product safety<br />
system.<br />
M-real’s mills also utilise a certified energy efficient System,<br />
which systematically manages the reduction of energy consumption<br />
and carbon dioxide emissions. M-real <strong>report</strong>s openly on its environmental<br />
impacts through, for example, mill-specific eMaS (eco-<br />
Management and audit Scheme) <strong>report</strong>s. The Äänekoski paper mill<br />
and the hallein mill published their eMaS <strong>report</strong>s during the year<br />
under review.<br />
The climate impact of individual products is <strong>report</strong>ed on a customer-specific<br />
basis through carbon footprint calculations. productspecific<br />
paper profile environmental product descriptions can be<br />
found for all M-real products on the company’s website at<br />
www.m-real.com. The emissions and amounts of waste produced<br />
by M-real mills are <strong>report</strong>ed on page 124–125 of this annual Report.<br />
Several improvements that reduce environmental load and risks<br />
were implemented at M-real’s mills during the year under review.<br />
Improvements at the husum mill cut particle emissions and aimed<br />
160<br />
120<br />
80<br />
40<br />
Net gearing ratio<br />
%<br />
0<br />
06 07 08 09 10 06 07 08 09 10<br />
120<br />
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
RepoRT oF The BoaRd oF dIReCToRS <strong>2010</strong><br />
33
to reduce air emissions of nitrogen oxides. The alizay mill began to<br />
divert part of the bark boiler flue gases to a pigment plant located<br />
at the mill site for utilising the carbon dioxide in the flue gases. The<br />
use of thermal energy was made more efficient at the Joutseno<br />
chemi-thermomechanical pulp mill. The Simpele mill began to<br />
expand its landfill. In Äänekoski the noise generated by the vacuum<br />
blower and waste water treatment plant was dampened at the carton<br />
mill, and the mill’s noise pollution <strong>report</strong> was updated.<br />
Industrial air, water and noise emissions have decreased continuously<br />
due to the consistent application of Best available Techniques<br />
(BaT). M-real has systematically reduced the water consumption<br />
of its production. Water is recycled in the production processes,<br />
and it is thoroughly treated before it is discharged into water systems.<br />
The amounts of harmful substances in wastewater from board and<br />
paper production have been reduced by more effective treatment<br />
processes, reduced water consumption and personnel training.<br />
Thanks to highly effective treatment processes, wastewater emissions<br />
cause eutrophication only within a limited area at the immediate<br />
point of discharge. M-real’s production units are located in areas<br />
of plentiful water supply and therefore do not compete for water with<br />
households, agriculture or other water users. M-real has joined the<br />
UN’s Global Compact Ceo Water Mandate initiative to make water<br />
consumption and open <strong>report</strong>ing on it more efficient. M-real keeps<br />
a close eye on the development of international <strong>report</strong>ing policies<br />
on water consumption.<br />
M-real has reduced its emissions into the air by introducing lowsulphur<br />
fuels and by replacing fossil fuels with wood-based fuels.<br />
The most significant atmospheric emissions include: fuel-derived<br />
sulphur and nitrogen oxides which can cause water and soil acidification;<br />
carbon dioxide, the main driver of climate change; and<br />
particle emissions, which have a negative impact on air quality.<br />
Mill waste levels have also been reduced through efficient re-use<br />
of by-products and co-products. In addition, on-site sorting of mill<br />
waste for use as raw material or for energy production has reduced<br />
the need for landfill disposal. For example, primary fibre, highquality<br />
recycled fibre or both are used as raw materials for office<br />
paper, depending on its type. packaging plastics, metals, paper and<br />
Repayment of non-current loans<br />
(2011–2016)<br />
EuR million<br />
11 12 13 14 15 16<br />
34 RepoRT oF The BoaRd oF dIReCToRS <strong>2010</strong><br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
Investments, continuing operations<br />
% sales<br />
06 07 08 09 10<br />
board are recycled. process sludge and wood-based waste are used<br />
as fuels if they cannot be otherwise utilised. The fibre sludge generated<br />
during the recovered fibre deinking process is used in the building<br />
products industry and for energy production. ash from the mill<br />
power plant is used in earthworks construction as an alternative to<br />
gravel and other soil resources. Wood ash can also be used as a<br />
fertiliser.<br />
environmental liabilities relating to past activities have decreased<br />
in recent years following the rehabilitation measures of contaminated<br />
land areas and landfill sites. during the year under review, the rehabilitation<br />
of the old landfill sites of the Niemi sawmill and lielahti<br />
chemi-thermomechanical pulp mill was completed in Tampere.<br />
Currently, the only significant environmental liabilities relating to<br />
past activities that M-real is aware of relate to the area of the closed<br />
Wifsta mill in Sweden. provisions for environmental management<br />
were approximately eUR 2 million at the end of the year. M-real’s<br />
environmental costs totalled eUR 25 million (38) in <strong>2010</strong>. The environmental<br />
costs are mainly comprised of operating and maintenance<br />
expenses from environmental protection equipment, expenses relating<br />
to waste management and environmental insurance policies and<br />
depreciation of capitalised environmental costs.<br />
Wood Supply<br />
M-real is committed to using sustainable raw materials in its production.<br />
The most important raw material for its products is wood:<br />
a renewable, recyclable and energy-efficient raw material that<br />
originates from sustainably managed forests and is procured sustainably.<br />
M-real’s parent company <strong>Metsä</strong>liitto Cooperative is responsible<br />
for M-real’s wood supply. The bulk of the wood raw material<br />
used by M-real in Finland comes from the forests of the ownermembers<br />
of <strong>Metsä</strong>liitto Cooperative. other wood supply countries<br />
include austria, latvia, lithuania, France, Sweden, Germany, Russia<br />
and estonia. during the year under review, <strong>Metsä</strong>liitto supplied a<br />
total of 5.7 million cubic metres of wood to M-real mills.<br />
Wood procurement is governed by an environmental policy regarding<br />
wood supply and forestry, as well as the Group’s principles of<br />
corporate responsibility. These are implemented using certified<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0
quality and environmental systems and an annually updated environmental<br />
programme. Wood procurement complies with local<br />
legislation and regulations issued by the authorities.<br />
Certified quality and environmental systems include a wood origin<br />
management system, ensuring that the origin of all procured<br />
wood is known. In procuring wood raw material, M-real supports<br />
forest certification that is verified by a third party. Some 55 percent<br />
of the wood raw material used by M-real came from certified forests<br />
during the year under review. during the year under review, the peFC<br />
forest certification criteria were revised in Finland, and an agreement<br />
was made on the FSC forest certification criteria, which will set<br />
conditions for FSC forest certification as well in the future.<br />
all M-real mills employ a certified Chain of Custody system, which<br />
enables them to verify the share of certified wood in their products.<br />
M-real strives to launch more forest certification labelled products<br />
on the market.<br />
Financing<br />
at the end of <strong>2010</strong>, M-real’s equity ratio was 32.1 per cent (31 december<br />
2009: 29.6 and 31 december 2008: 30,8) and the gearing ratio<br />
was 135 per cent (2009: 153 and 2008 152). The net gearing ratio was<br />
83 per cent (2009: 84 and 2008: 90). Some of M-real’s loan agreements<br />
set a 120 per cent limit on the company’s net gearing ratio<br />
and a 30 per cent limit on the equity ratio. Calculated as defined in<br />
the loan agreements, the gearing ratio at the end of the year was<br />
approximately 64 per cent (63) and the equity ratio some 38 per cent<br />
(35).<br />
The change in the fair value of investments available for sale was<br />
approximately eUR +28 million, based mainly on the increase in the<br />
value of the pohjolan Voima shares.<br />
at the end of the year, net interest-bearing liabilities totalled eUR<br />
827 million (31 december 2009: 777 and 31 december 2008: 1,254).<br />
Foreign-currency-denominated loans accounted for 9 per cent; 83<br />
per cent were floating-rate and the rest were fixed-rate. at the end<br />
of 2009, the average interest rate on loans was 5.1 per cent and the<br />
average maturity of long-term loans 2.7 years. The interest rate<br />
maturity of loans was 9.4 months at the end of the year. during the<br />
period, the interest rate maturity has varied between six and ten<br />
months.<br />
Cash flow from operations amounted to eUR 49 million (Q1-<br />
Q4/2009: 110). Working capital was up by eUR 86 million (down 140),<br />
mainly as a result of the increase in delivery volumes and prices.<br />
Turnover of operating net working capital remained on 2009 level.<br />
at the end of december, an average of 4.8 months of the net<br />
foreign currency exposure was hedged. The degree of hedging varied<br />
between four and six months during the period. approximately<br />
70 per cent of the non-euro-denominated equity was hedged at the<br />
end of december.<br />
liquidity continues at a good level. at the end of december, liquidity<br />
was eUR 415 million, of which eUR 7 million consisted of undrawn<br />
pension premium (Tyel) loans and eUR 408 million of liquid assets<br />
and investments. eUR 218 million of the liquid assets and investments<br />
are assets deposited by other <strong>Metsä</strong>liitto Group companies<br />
in M-real’s subsidiary <strong>Metsä</strong> Finance. To meet its short-term financ-<br />
ing needs, the Group also had at its disposal uncommitted domestic<br />
and foreign commercial paper programmes and credit facilities<br />
amounting to eUR 519 million.<br />
In January, M-real redeemed early a eUR 250 million item of its<br />
own bond at a 100 per cent redemption price, according to the terms<br />
of the bond, and the remaining eUR 90.05 million of the same bond<br />
in July. In June <strong>2010</strong>, M-real raised pension loans worth a total of<br />
eUR 135 million with a maturity of ten years. In december, the company<br />
raised pension loans worth a total of eUR 31 million. With these<br />
measures, M-real has extended the maturity profile of its loans and<br />
strengthened its liquidity.<br />
In august, Standard & poor’s upgraded M-real’s CCC+ credit rating<br />
to B-. The rating outlook remains stable. The upgrade has a<br />
positive impact of approximately eUR 1 million on M-real’s annual<br />
financing costs.<br />
In September, Moody’s Investors Service upgraded M-real’s Caa1<br />
rating to B3. The rating outlook was changed to positive. The upgrade<br />
has a positive impact of approximately eUR 1 million on M-real’s<br />
annual financing costs.<br />
Significant risks and uncertainty factors<br />
M-real estimates its strategic, operative, financial and insurable<br />
risks twice a year. The risk assessments carried out during <strong>2010</strong><br />
identified the following risks and uncertainties with a possible impact<br />
on M-real’s financial performance and ability to operate.<br />
Uncertainty of the general economy development<br />
In the main markets, paper and board demand mainly follows the<br />
general economic development. demand improved clearly in <strong>2010</strong><br />
as the result of the recovery of the world economy. There are still<br />
significant uncertainties connected with the development of the<br />
general economy. In particular, the development of the euro area<br />
influences the demand for and profitability of M-real’s main products.<br />
Competitive environment<br />
The balance between demand and supply has a significant impact<br />
on the prices of paper and paperboard products. In <strong>2010</strong>, the market<br />
balance was mainly normal for M-real’s main products. The demand<br />
for folding boxboard exceeded the supply in europe in <strong>2010</strong>. any<br />
decrease in demand or increase in supply in the future may have<br />
unfavourable effects on the market balance. Business cycles unfavourable<br />
to M-real or capacity increases by competitors may decrease<br />
the prices of M-real’s products. on the other hand, potential capacity<br />
closures in the industry or consolidation of the industry structure<br />
may lead to an increase in prices. The strengthening of the euro<br />
versus the US dollar in particular may result in increased imports<br />
to europe, which would further weaken the market balance in europe.<br />
Credit and other counterparty risks<br />
The management of the credit risks involved in commercial activities<br />
is the responsibility of M-real’s centralised credit control and business<br />
areas. The credit control function together with the business<br />
areas defines the internal credit limits and terms of payment for<br />
different customers. a significant part of the credit risks are trans-<br />
RepoRT oF The BoaRd oF dIReCToRS <strong>2010</strong><br />
35
ferred further to credit insurance companies by means of credit<br />
insurance contracts. M-real’s customer credit risk was at a normal<br />
level in <strong>2010</strong>. Measures are taken to reduce the risk further by intensifying<br />
internal credit control and its processes.<br />
The main principles for the company’s credit control are defined<br />
in the credit policy approved by the company’s <strong>Board</strong> of directors.<br />
Counterparty-specific, approved maximum amounts are also applied<br />
to money market investments, derivatives and borrowings in order<br />
to ensure creditworthiness and to reduce risk concentrations.<br />
Changes in consumer habits<br />
In the future, changes in new electronic communications technology,<br />
marketing channels and other consumer habits may change the<br />
demand for M-real’s paper and paperboard products.<br />
Price risks of production input costs<br />
a radical and unforeseen rise in the price and transport costs of<br />
production inputs important for M-real’s operations, such as wood,<br />
energy and chemicals, or problems with their availability may reduce<br />
profitability and threaten the continuity of operations. M-real endeavours<br />
to hedge against this risk by entering into long-term delivery<br />
agreements and related derivative contracts. depending on the eU’s<br />
decisions and emission right prices, significant additional costs may<br />
be entailed for M-real as from 2013 due to the need to purchase<br />
emission rights for its operations. Cost inflation will accelerate clearly<br />
in 2011 compared to <strong>2010</strong>, mainly due to increased prices of wood,<br />
energy and chemicals.<br />
Liability risks<br />
M-real’s business operations involve various types of liability risks,<br />
the most central of which are general operational liability risks,<br />
environmental risks and product liability risks. Measures are taken<br />
to manage these risks by improving business processes, practices,<br />
quality requirements and the transparency of operations. Some of<br />
the above-mentioned risks have been transferred to insurance companies<br />
by means of insurance contracts.<br />
Business interruption risks<br />
different kinds of large losses, major accidents, natural disasters,<br />
serious malfunctions in the key information systems, labour disputes<br />
and delivery problems of the most important raw materials may, in<br />
extreme cases, interrupt M-real’s business operations and even<br />
cause loss of customers. Continuity and recovery plans have been<br />
drawn up in the business areas and plants to mitigate these risks.<br />
In addition, some of the mill operation interruption risks have been<br />
selectively transferred to insurance companies by way of insurance<br />
contracts.<br />
Personnel<br />
M-real has paid special attention to ensuring the availability and<br />
retention of personnel by means of various development programmes<br />
and special measures. M-real endeavours to prepare for a generational<br />
shift and other risks related to personnel by means of career<br />
planning and job rotation.<br />
36 RepoRT oF The BoaRd oF dIReCToRS <strong>2010</strong><br />
Financial risks<br />
M-real’s profitability improved considerably during <strong>2010</strong>. M-real<br />
launched new profit improvement measures in January 2011, the<br />
positive effect of which on the result for 2011 with the programmes<br />
implemented during the preceding years will total approximately<br />
eUR 90 million compared to <strong>2010</strong>. M-real has good opportunities for<br />
covering the accelerating cost inflation by means of its own measures<br />
in 2011. There are uncertainties and the risk of not achieving the<br />
desired profit improvement in full associated with the implementation<br />
of the internal profit improvement measures.<br />
The main financial risks involved in business operations relate<br />
mainly to currencies, interest rates, liquidity and counterparty risks<br />
and the use of derivative instruments. The financial risks are managed<br />
in accordance with the treasury policy approved by M-real’s<br />
<strong>Board</strong> of directors. The aim is to hedge against significant financial<br />
risks, balance the cash flow and give the business units time to adjust<br />
their operations to changing conditions. M-real’s financial risks and<br />
their management are described in more detail on pages 53–57 of<br />
this annual <strong>report</strong>.<br />
Preparing for and transferring risks<br />
Identified risks are prepared for to the best of the company’s knowledge<br />
and as most appropriate for the company. M-real cooperates<br />
actively with insurance companies related to risk management; for<br />
example, by regularly executing risk evaluations in different business<br />
areas. The production plants have prepared for potential disturbances<br />
of operation by drawing up crisis management, continuity and recovery<br />
plans, for example. Some of the risks are borne by the company<br />
itself and some are selectively transferred by means of, for example,<br />
insurance contracts, derivative contracts and terms and conditions<br />
otherwise included in contracts, to be borne by insurance companies,<br />
banks and other counterparties.<br />
The most common loss risks are mainly covered by comprehensive<br />
global insurance contracts, such as:<br />
– property and business interruption insurance<br />
– general third-party and product liability insurance<br />
– liability insurance for directors and officers<br />
– credit insurance<br />
– cargo insurance.<br />
Shares<br />
In <strong>2010</strong>, the highest price for M-real’s a shares on the NaSdaQ oMX<br />
helsinki was eUR 3.64, the lowest eUR 1.93, and the average price<br />
eUR 2.85. at the end of the year, the price of the a shares was eUR<br />
2.85. at the end of 2009, the price of the a shares was eUR 1.94,<br />
while the average price in 2009 was eUR 1.52.<br />
The highest price for M-real’s B shares in <strong>2010</strong> was eUR 3.26, the<br />
lowest eUR 1.46, and the average price eUR 2.44. at the end of the<br />
year, the price of the B shares was eUR 2.54. at the end of 2009, the<br />
price of the B shares was eUR 1.53, while the average price in 2009<br />
was eUR 0.66.<br />
The trading volume of a shares was eUR 6 million, 5 per cent of<br />
the share capital. The trading volume of B shares was eUR 894 mil-
lion, 125 per cent of the share capital. The market value of a and B<br />
shares totalled eUR 845 million at the end of the year.<br />
at the end of the year, <strong>Metsä</strong>liitto Cooperative owned 38.8 per<br />
cent of the shares, and the voting rights conferred by these shares<br />
amounted to 60.5 per cent. International investors held 14 per cent<br />
of the shares.<br />
on 8 april <strong>2010</strong>, the holdings of Norway’s Central Bank (Norges<br />
Bank) in M-real dropped to 4.4 per cent of the share capital and 1.4<br />
per cent of the voting rights.<br />
The company does not hold any of its own shares.<br />
Distributable funds and dividend<br />
The distributable funds of the parent company as of 31 december<br />
<strong>2010</strong> were eUR -382,932,705.40 of which the result for the financial<br />
year is eUR -40,145,050.84. The company therefore has no distributable<br />
funds. In its meeting on 10 February 2011, the <strong>Board</strong> of directors<br />
decided to propose to the annual General Meeting in the spring 2011,<br />
to be held on 23 March 2011, that no dividend is paid for the financial<br />
year <strong>2010</strong>. No dividend was paid for 2009.<br />
<strong>Board</strong> of Directors and Auditors<br />
The annual General Meeting of March confirmed the number of<br />
members of the M-real <strong>Board</strong> of directors as nine (9). The annual<br />
General Meeting elected the following as members of the <strong>Board</strong> of<br />
directors: Mikael aminoff, M.Sc. (Forestry); Martti asunta, M. Sc.<br />
(Forestry); Kari Jordan, honorary Counsellor; Kirsi Komi, ll.M.; Kai<br />
Korhonen, M.Sc. (eng); liisa leino, Ma (education); Juha Niemelä,<br />
honorary Counsellor; antti Tanskanen, Minister; and erkki Varis,<br />
M.Sc. (eng). The term of office of the <strong>Board</strong> members expires at the<br />
end of the next annual General Meeting. at its organising meeting,<br />
the <strong>Board</strong> of directors elected Kari Jordan as its Chairman and Martti<br />
asunta as its Vice Chairman. The <strong>Board</strong> further resolved to organise<br />
the <strong>Board</strong> committees. The members of the audit Committee are<br />
Kirsi Komi, Kai Korhonen, antti Tanskanen and erkki Varis. The<br />
members of the Nomination and Compensation Committee are<br />
Mikael aminoff, Martti asunta, Kari Jordan, liisa leino and Juha<br />
Niemelä.<br />
The annual General Meeting elected authorised public accountants<br />
pricewaterhouseCoopers oy as M-real’s auditor. The term of<br />
office of the auditor expires at the end of the next annual General<br />
Meeting.<br />
a Corporate Governance Statement has been published as a<br />
separate <strong>report</strong> at the same time with the financial statements and<br />
this <strong>report</strong>.<br />
Events after the period<br />
M-real started a new eUR 70 million profit improvement programme.<br />
The programme focuses on improving profitability of the paper business,<br />
as well as decreasing the variable costs of all businesses. The<br />
earlier-announced profit improvement impact of the Simpele and<br />
Kemi board investments and the closure of speciality paper production<br />
at Simpele are included in the new profit improvement programme.<br />
The full effect of the programme on operating profit, eUR<br />
70 million, is estimated to be reached from 2012 onwards. The<br />
positive result impact in 2011 is expected to be approximately eUR<br />
30 million. Cost inflation is expected to accelerate in 2011. The combined<br />
result impact of M-real’s new profit improvement programme<br />
and the previous years’ programmes is in 2011 estimated to be eUR<br />
90 million positive, which is expected to mostly offset the cost inflation.<br />
The annual folding boxboard capacity of the Äänekoski and<br />
Kyröskoski mills is planned to be increased by a total of approximately<br />
70,000 tonnes. The total value of the planned investments is some<br />
eUR 30 million. The Kyroskoski investment is planned to be completed<br />
in late 2011 and the Äänekoski investment in spring 2012.<br />
Related to the planned investment M-real will start statutory negotiations<br />
at the Äänekoski board mill on 18 February 2011 covering<br />
the mill workers in total of about 130 people. The maximum personnel<br />
reduction need is estimated to be 10 people. Kyröskoski investment<br />
is expected to have no personnel impact. Following the planned<br />
investments, the annual production capacity is to increase to 190,000<br />
tonnes at Kyröskoski and to 240,000 tonnes at Äänekoski. production<br />
is planned to be directed to food packaging. even after these planned<br />
investments, M-real has good potential to further increase the production<br />
capacity of the Kyröskoski and Äänekoski mills should the<br />
market situation so require.<br />
Sari pajari was appointed as SVp, Business development and a<br />
member of the Corporate Management Team. her education is<br />
Master of Science, engineering. her main responsibilities are business<br />
development and Total Quality Management. pajari starts in<br />
the new position on 1 april 2011 and <strong>report</strong>s to Ceo Mikko helander.<br />
pajari is moving to M-real from the position of SVp, CIo of <strong>Metsä</strong>liitto<br />
Group which she held since 2009. prior to joining <strong>Metsä</strong>liitto Group<br />
in 2007 pajari has worked as a managing strategy consultant in pöyry,<br />
pwC Consulting and IBM.<br />
Near-term outlook<br />
The demand for board is expected to remain good during the next<br />
few months. M-real’s folding boxboard and liner prices are in excess<br />
of 10 per cent higher than at the beginning of the previous year as a<br />
result of increases implemented in europe.<br />
The demand for uncoated fine paper seems to continue stable.<br />
M-real has announced a price increase of 6–8 per cent, effective in<br />
March. The demand for speciality papers is also expected to remain<br />
stable and the price level unchanged.<br />
The average price of pulp is expected to be slightly lower in the<br />
first quarter compared with the fourth quarter of the previous year.<br />
a significant decrease in the price of pulp is not foreseen, however.<br />
Cost inflation is expected to accelerate in 2011. M-real started a<br />
new eUR 70 million profit improvement programme in January 2011.<br />
The combined result impact of the new programme and the previous<br />
years’ profit improvement programmes is in 2011 estimated to be<br />
eUR 90 million positive, which is expected to mostly offset the accelerated<br />
cost inflation.<br />
In the first quarter of 2011 M-real’s operating result, excluding<br />
non-recurring items, is expected to improve from the fourth quarter<br />
of <strong>2010</strong>.<br />
RepoRT oF The BoaRd oF dIReCToRS <strong>2010</strong><br />
37
Consolidated statement of<br />
comprehensive income<br />
eUR million<br />
Continuing operations<br />
Note 1.1. – 31.12.<strong>2010</strong> 1.1. – 31.12.2009<br />
Sales 4 2,605 2,432<br />
Change in stocks of finished goods and work in progress 7 34 -71<br />
other operating income 6 108 252<br />
Materials and services 7 -2,022 -1,801<br />
employee costs 7 -312 -406<br />
Share of profit from associated companies 15 78 2<br />
depreciation, amortization and impairment charges 4, 8 -166 -356<br />
other operating expenses 7 -179 -319<br />
Operating result 146 -267<br />
Share of profit from associated companies 15 -24 -16<br />
Net exchange gains/losses 9 -9 5<br />
other financial income 9 12 25<br />
Interest and other financial expenses 9 -77 -105<br />
Result from continuing operations before tax 48 -358<br />
Income taxes 10 -21 27<br />
Result for the period from continuing operations<br />
Discontinued operations<br />
27 -331<br />
Result for the period from discontinued operations 5 0 -23<br />
Result for the period 27 -354<br />
Other comprehensive income<br />
Cash flow hedges 11 10 26<br />
available for sale investments 11 28 -115<br />
Translation differences 11 12 5<br />
Share of profit from associated companies 11 2<br />
Income tax relating to components of other comprehensive income 11 -2 27<br />
other comprehensive income, net of tax 50 -57<br />
Total comprehensive income for the period 77 -411<br />
Attributable to:<br />
Shareholders of parent company 28 -358<br />
Non-controlling interest -1 4<br />
27 -354<br />
Total comprehensive income for the period attributable to:<br />
Shareholders of parent company 78 -412<br />
Non-controlling interest -1 1<br />
77 -411<br />
Basic and diluted earnings per share for result attributable to the shareholders<br />
of parent company, EUR 12<br />
From continuing operations 0.09 -1.02<br />
From discontinued operations 0.00 -0.07<br />
Total 0.09 -1.09<br />
The notes are an integral part of these financial statements.<br />
38 CoNSolIdaTed STaTeMeNT oF CoMpReheNSIVe INCoMe
Consolidated balance sheet<br />
eUR million Note 31.12.<strong>2010</strong> 31.12.2009<br />
ASSETS<br />
Non-current assets<br />
Goodwill 13 13 13<br />
other intangible assets 13 26 32<br />
Tangible assets 13, 37 1,063 1,130<br />
Investments in associated companies 15 265 210<br />
available for sale investments 16, 28 314 317<br />
other non-current financial assets 17, 25, 28 59 58<br />
deferred tax receivables 18 3 3<br />
derivative financial instruments 28, 29 8 5<br />
Current assets<br />
1,751 1,768<br />
Inventories 19 391 313<br />
accounts receivables and other receivables 20, 25, 28 516 497<br />
Current income tax receivables 38 38<br />
derivative financial instruments 28, 29 13 19<br />
Cash and cash equivalent 21, 25, 28 408 497<br />
1,366 1,364<br />
Total assets 3,117 3,132<br />
SHAREHOLDERS´ EQUITY AND LIABILITIES<br />
Equity attributable to shareholders of parent company 22<br />
Share capital 558 558<br />
Share premium account 667 667<br />
Translation differences 23 2<br />
Fair value and other reserves 223 194<br />
Retained earnings -477 -505<br />
994 916<br />
Non-controlling interest 5 8<br />
Total shareholders´ equity 999 924<br />
Non-current liabilities<br />
deferred tax liabilities 18 179 162<br />
post employment benefit obligations 23 85 89<br />
provisions 24, 37 35 60<br />
Borrowings 25, 28 1,016 943<br />
other liabilities 26, 28 8 12<br />
derivative financial instruments 28, 29 18 18<br />
Current liabilities<br />
1,341 1,284<br />
provisions 24, 37 7 44<br />
Current borrowings 25, 28 334 467<br />
accounts payable and other liabilities 27, 28 415 381<br />
Current income tax liabilities 3 6<br />
derivative financial instruments 28, 29 18 26<br />
777 924<br />
Total liabilities 2,118 2,208<br />
Total shareholders' equity and liabilities 3,117 3,132<br />
The notes are an integral part of these financial statements.<br />
CoNSolIdaTed BalaNCe SheeT<br />
39
Statement of changes in shareholders’ equity<br />
equity attributable to shareholders of parent company<br />
Fair value<br />
Share<br />
and<br />
Share premium Translation other Retained<br />
Non-control-<br />
eUR million Note capital account differences reserves earnings Total ling interest Total<br />
Shareholders’ equity, 1 January 2009 558 667 -9 259 -146 1,329 57 1,386<br />
Result for the period -358 -358 4 -354<br />
other comprehensive income 11<br />
Cash flow hedges 26 26 26<br />
available for sale investments -115 -115 -115<br />
Translation differences 8 8 -3 5<br />
Share of other comprehensive income<br />
of associated companies<br />
Income tax relating to components of<br />
other comprehensive income 3 24 27 0 27<br />
other comprehensive income total 11 -65 -54 -3 -57<br />
Comprehensive income total 11 -65 -358 -412 1 -411<br />
Related party transaction<br />
<strong>Metsä</strong> Botnia restructuring in Uruguay -50 -50<br />
Shareholders’ equity, 31 December 2009 558 667 2 194 -504 916 8 924<br />
Shareholders’ equity, 1 January <strong>2010</strong> 558 667 2 194 -504 916 8 924<br />
Result for the period 28 28 -1 27<br />
other comprehensive income 11<br />
Cash flow hedges 10 10 10<br />
available for sale investments 28 28 28<br />
Translation differences 12 12 12<br />
Share of other comprehensive income<br />
of associated companies 1 1 2 2<br />
Income tax relating to components of<br />
other comprehensive income 8 -10 -2 -2<br />
other comprehensive income total 21 29 50 50<br />
Comprehensive income total 21 29 28 78 -1 77<br />
Related party transaction<br />
dividends relating to 2009 -2 -2<br />
Shareholders' equity, 31 December <strong>2010</strong> 558 667 23 223 -476 994 5 999<br />
The notes are an integral part of these financial statements.<br />
40 STaTeMeNT oF ChaNGeS IN ShaReholdeRS’ eQUITy
Consolidated cash flow statement<br />
eUR million Note <strong>2010</strong> 2009<br />
Cash flow from operating activities<br />
Result for the period 27 -354<br />
adjustments to the result, total 31 108 324<br />
Interest received 12 20<br />
Interest paid -76 -114<br />
dividends received 1 1<br />
other financial items, net -39 55<br />
Income taxes paid -16 9<br />
Change in working capital 31 -86 140<br />
Net cash flow from operating activities -69 81<br />
Cash flow arising from investing activities<br />
acquisition of other shares -2 -3<br />
Capital expenditure -64 -70<br />
proceeds from disposal of joint venture, net of cash 5 0 274<br />
proceeds from disposal of shares in associated companies 33 0 46<br />
proceeds from disposal of other shares 41 3<br />
proceeds from sale of fixed assets 45 9<br />
proceeds from long-term receivables 0 1<br />
Increase in long-term receivables 0 -49<br />
Net cash flow arising from investing activities 20 211<br />
Cash flow arising from financing activities<br />
proceeds from non-current liabilities 167 71<br />
payment of non-current liabilities -389 -483<br />
proceeds from current liabilities, net 162 -134<br />
Change in current interest-bearing receivables, net 21 202<br />
dividends paid -2 0<br />
Net cash flow arising from financing activities -41 -344<br />
Change in cash and cash equivalents -90 -52<br />
Cash and cash equivalents at beginning of period 497 550<br />
Translation adjustments 1 -1<br />
Changes in cash and cash equivalents -90 -52<br />
Cash and cash equivalents at end of period 21 408 497<br />
The notes are an integral part of these financial statements.<br />
CoNSolIdaTed CaSh FloW STaTeMeNT<br />
41
Notes to the financial statement<br />
1 accounting policies<br />
The principal accounting policies to be adopted in the preparation<br />
of the consolidated financial statements are as follows.<br />
Main operations<br />
M-real Corporation and its subsidiaries comprise a forest industry<br />
group, which operations are organized into four business segments:<br />
Consumer packaging, office papers, Speciality papers and Market<br />
pulp and energy. The Group has manufacturing operations in five<br />
countries in europe. europe is also the company’s main market area,<br />
but its products are sold worldwide. The Group’s other operations<br />
are the head office along with ancillary functions that support business<br />
operations. Group’s main product areas are folding boxboard,<br />
office papers and special papers.<br />
M-real Corporation is Group’s parent company that is domiciled<br />
in helsinki. The registered address of the company is Revontulentie<br />
6, 02100 espoo Finland,<br />
The copy of the annual <strong>report</strong> can be obtained in M-real’s website<br />
www.m-real.com or parent company’s head office Revontulentie 6,<br />
02100 espoo Finland.<br />
The Group consolidated financial statements were authorized for<br />
issue by the <strong>Board</strong> of directors on 10 February 2011.<br />
according to Finnish Companies act shareholders have possibility<br />
to accept or reject the financial statements in General Meeting<br />
of shareholders after date of publication. General Meeting of shareholders<br />
also have possibility to decide to change financial statements.<br />
Accounting policies and measurement bases<br />
M-real Corporation’s consolidated financial statements have been<br />
prepared in accordance with the International Financial Reporting<br />
Standards (IFRS), applying the IaS and IFRS standards and SIC and<br />
IFRIC interpretations that were effective and approved by the eU at<br />
the date of the financial statements 31 december 2009. International<br />
Financial Reporting Standards refer to the standards and their interpretations<br />
approved for use in the eU by the Finnish accounting act<br />
and the regulations set out pursuant to it in accordance with the<br />
procedure defined in the eU decree (eC) no. 1606/2002. The notes<br />
to the consolidated financial statements also comply with the requirements<br />
of Finnish accounting and Community legislation supplementing<br />
the IFRS regulations.<br />
The consolidated financial statements are presented in millions<br />
of euros.<br />
The financial statements have been prepared based on historical<br />
costs, except for biological assets, derivative contracts and certain<br />
other financial assets and liabilities that have been measured at fair<br />
value.<br />
Management assesses that in foreseeable future group has enough<br />
resources to continue as a going concern. The group has prepared<br />
the financial statements on a going concern basis.<br />
42 NoTeS To The FINaNCIal STaTeMeNT<br />
In preparing these interim financial statements, the group has followed<br />
the same accounting policies as in the annual financial statements<br />
for 2009 except for the effect of changes required by the<br />
adoption of the following new standards, interpretations and amendments<br />
to existing standards and interpretations on 1 January <strong>2010</strong>:<br />
IFRS 3 (Revised) Business Combinations. The revised standard continues<br />
to apply the acquisition method to business combinations,<br />
with some significant changes. For example, all payments to purchase<br />
a business are to be recorded at fair value at the acquisition<br />
date, with contingent payments classified as debt subsequently remeasured<br />
through the income statement. There is a choice on an<br />
acquisition-by-acquisition basis to measure the non-controlling<br />
interest in the acquiree at fair value or at the non-controlling interest’s<br />
proportionate share of the acquiree’s net assets. all acquisitionrelated<br />
costs should be expensed. The revised standard will affect<br />
the accounting of all business combinations from 1 January <strong>2010</strong>.<br />
IaS 27 (Revised) Consolidated and Separate Financial Statements.<br />
The revised standard requires the effects of all transactions with<br />
non-controlling interests to be recorded in equity if there is no change<br />
in control and these transactions will no longer result in goodwill or<br />
gains and losses. The standard also specifies the accounting when<br />
control is lost. any remaining interest in the entity is remeasured to<br />
fair value, and a gain or loss is recognised in profit or loss. The group<br />
will apply IaS 27 (revised) prospectively to transactions with noncontrolling<br />
interests from 1 January <strong>2010</strong>.<br />
IFRIC 16 Net Investment in a Foreign operation. IFRIC 16 clarifies<br />
the accounting for the hedge of a net investment in a foreign operation<br />
in an entity’s consolidated financial statements. It eliminates<br />
the possibility of an entity applying hedge accounting for a hedge of<br />
the foreign exchange differences between the functional currency<br />
of a foreign operation and the presentation currency of the parent’s<br />
consolidated financial statements. The requirements of IaS 21, ‘The<br />
effects of changes in foreign exchange rates’, do apply to the hedged<br />
item. The interpretation does not have an impact on the consolidated<br />
financial statements.<br />
IFRIC 17 distribution of non-cash assets to owners. The interpretation<br />
is part of the IaSB’s annual improvements project published in<br />
april 2009. This interpretation provides guidance on accounting for<br />
arrangements, whereby an entity distributes non-cash assets to<br />
shareholders either as a distribution of reserves or as dividends.<br />
IFRS 5 has also been amended to require that assets are classified<br />
as held for distribution only when they are available for distribution<br />
in their present condition and the distribution is highly probable. The<br />
interpretation does not have an impact on the consolidated financial<br />
statements.<br />
IFRS 2 (amendment) Share-based payment – Group Cash-settled<br />
Share-based payment Transactions. The amendment to IFRS 2<br />
clarifies that an entity that receives goods or services from its suppliers<br />
must apply IFRS 2 even though the entity has no obligation to
make the required share-based cash payments. The interpretation<br />
does not have an impact on the consolidated financial statements.<br />
IaS 39 (amendment) Financial instruments: Recognition and measurement<br />
– eligible hedged Items’. The amendment prohibits designating<br />
inflation as a hedgeable component of a fixed rate debt. It<br />
also prohibits including time value in the one-sided hedged risk<br />
when designating options as hedges. The amendment does not have<br />
a material impact on the consolidated financial statements.<br />
IFRIC 9 and IaS 39 (amendment) Reassessment of embedded derivatives<br />
on reclassification. The amendments to IFRIC 9 and IaS 39<br />
clarify that on reclassification of a financial asset out of the ‘at fair<br />
value through profit or loss’ category all embedded derivatives have<br />
to be assessed and, if necessary, separately accounted for in financial<br />
statements. The amendments do not have an impact on the<br />
consolidated financial statements.<br />
IaSB published changes to 12 standards or interpretations in april<br />
2009 as part of the annual Improvements to IFRSs project, which<br />
were adopted by the group in <strong>2010</strong>. The following presentation<br />
includes the most relevant changes to the group.<br />
IFRS 5 (amendment) Non-current assets held for Sale and discontinued<br />
operations. The amendment clarifies that IFRS 5, ‘Noncurrent<br />
assets held for sale and discontinued operations’, specifies<br />
the disclosures required in respect of non-current assets (or disposal<br />
groups) classified as held for sale or discontinued operations. It also<br />
clarifies that the general requirements of IaS 1 still apply, particularly<br />
paragraph 15 (to achieve a fair presentation) and paragraph 125<br />
(sources of estimation uncertainty) of IaS 1. The amendments do<br />
not have a material impact on the consolidated financial statements.<br />
IaS 1 (amendment) presentation of Financial Statements. The<br />
amendment clarifies that the potential settlement of a liability by<br />
the issue of equity is not relevant to its classification as current or<br />
non-current. By amending the definition of current liability, the<br />
amendment permits a liability to be classified as non-current (provided<br />
that the entity has an unconditional right to defer settlement<br />
by transfer of cash or other assets for at least 12 months after the<br />
accounting period) notwithstanding the fact that the entity could be<br />
required by the counterparty to settle in shares at any time. The<br />
amendments do not have a material impact on the consolidated<br />
financial statements.<br />
IaS 17 (amendment) leases. The amendment deletes specific guidance<br />
regarding classification of leases of land, so as to eliminate<br />
inconsistency with the general guidance on lease classification. as<br />
a result, leases of land should be classified as either finance or<br />
operating using the general principles of IaS 17. The amendments<br />
do not have a material impact on the consolidated financial statements.<br />
IaS 36 (amendment) Impairment of assets. The amendment clarifies<br />
that the largest cash-generating unit (or group of units) to which<br />
goodwill should be allocated for the purposes of impairment testing<br />
is an operating segment as defined in IFRS 8, ‘operating segments’<br />
(that is, before the aggregation of segments with similar economic<br />
characteristics permitted by IFRS 8). The amendments do not have<br />
a material impact on the consolidated financial statements.<br />
IFRIC 16 (amendment) hedges of a net investment in a foreign<br />
operation. The amendment states that, in a hedge of a net investment<br />
in a foreign operation, qualifying hedging instruments may be<br />
held by any entity or entities within the group, including the foreign<br />
operation itself, as long as the designation, documentation and<br />
effectiveness requirements of IaS 39 that relate to a net investment<br />
hedge are satisfied. Management is assessing the impact of these<br />
changes on the financial statements of the group.<br />
New standards, interpretations and<br />
amendments to existing standards<br />
The following new standards, interpretations and amendments to<br />
existing standards and interpretations issued during the year <strong>2010</strong><br />
will be adopted by the group in 2011:<br />
IaS 24 (Revised) Related party disclosures. The revised standard<br />
simplifies the disclosure requirements for government-related entities<br />
and clarifies the definition of a related party. The revised standard<br />
still requires disclosures that are important to users of financial<br />
statements but eliminates requirements to disclose information that<br />
is costly to gather and of less value to users. It achieves this balance<br />
by requiring disclosure about these transactions only if they are<br />
individually or collectively significant. The interpretation does not<br />
have an impact on the consolidated financial statements.<br />
IaS 32 (amendment) Financial Instruments: presentation – Classification<br />
of Rights Issues. The amendment addresses the accounting<br />
for rights issues (rights, options or warrants) that are denominated<br />
in a currency other than the functional currency of the issuer.<br />
previously such rights issues were accounted for as derivative liabilities.<br />
however, the amendment requires that, provided certain<br />
conditions are met, such rights issues are classified as equity regardless<br />
of the currency in which the exercise price is denominated. The<br />
amendment does not have an impact on the consolidated financial<br />
statements.<br />
IFRIC 19 extinguishing Financial liabilities with equity Instruments.<br />
The interpretation clarifies the accounting when an entity renegotiates<br />
the terms of its debt with the result that the liability is extinguished<br />
by the debtor issuing its own equity instruments to the<br />
creditor. IFRIC 19 requires a gain or loss to be recognised in profit<br />
or loss when a liability is settled through the issuance of the entity’s<br />
own equity instruments. The amount of the gain or loss recognised<br />
in profit or loss will be the difference between the carrying value of<br />
the financial liability and the fair value of the equity instruments<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
43
issued. The interpretation does not have an impact on the consolidated<br />
financial statements.<br />
IFRIC 14 (amendment) prepayments of a Minimum Funding Requirement.<br />
The amendment is aimed at correcting an unintended consequence<br />
of IFRIC 14. as a result of the interpretation, entities are in<br />
some circumstances not permitted to recognise some prepayments<br />
for minimum funding contributions as an asset. The amendment<br />
remedies this unintended consequence by requiring prepayments<br />
in appropriate circumstances to be recognised as assets. The interpretation<br />
does not have an impact on the consolidated financial<br />
statements.<br />
IaSB published changes to 7 standards or interpretations in July<br />
<strong>2010</strong> as part of the annual Improvements to IFRSs project, which<br />
will be adopted by the group in 2011. The following presentation<br />
includes the most relevant changes to the group. The changes are<br />
still subject to endorsement by the european Union.<br />
IFRS 3 (amendments)<br />
a) Transition requirements for contingent consideration from a business<br />
combination that occurred before the effective date of the<br />
revised IFRS<br />
b) Measurement of non-controlling interests<br />
c) Un-replaced and voluntarily replaced share-based payment awards<br />
a) Clarifies that the amendments to IFRS 7, ‘Financial instruments:<br />
disclosures’, IaS 32, ‘Financial instruments: presentation’, and<br />
IaS 39, ‘Financial instruments: Recognition and measurement’,<br />
that eliminate the exemption for contingent consideration, do not<br />
apply to contingent consideration that arose from business combinations<br />
whose acquisition dates precede the application of IFRS 3.<br />
b) The choice of measuring non-controlling interests at fair value or<br />
at the proportionate share of the acquiree’s net assets applies only<br />
to instruments that represent present ownership interests and<br />
entitle their holders to a proportionate share of the net assets in<br />
the event of liquidation. all other components of non-controlling<br />
interest are measured at fair value unless another measurement<br />
basis is required by IFRS.<br />
c) The application guidance in IFRS 3 applies to all share-based payment<br />
transactions that are part of a business combination, including<br />
unreplaced and voluntarily replaced share-based payment<br />
awards.The amendment does not have an impact on the consolidated<br />
financial statements.<br />
IFRS 7 (amendment) Financial instruments: Financial statement<br />
disclosures. The amendment emphasizes the interaction between<br />
quantitative and qualitative disclosures about the nature and extent<br />
of risks associated with financial instruments. Management is<br />
assessing the impact of these changes on the financial statements<br />
of the Group.<br />
44 NoTeS To The FINaNCIal STaTeMeNT<br />
IaS 34 (amendment) Interim financial <strong>report</strong>ing. The change provides<br />
guidance to illustrate how to apply disclosure principles in IaS 34<br />
and add disclosure requirements around:<br />
The circumstances likely to affect fair values of financial instruments<br />
and their classification; Transfers of financial instruments between<br />
different levels of the fair value hierarchy; Changes in classification<br />
of financial assets; and Changes in contingent liabilities and assets.<br />
Management is assessing the impact of these changes on the financial<br />
statements of the Group.<br />
The following standards, interpretations and amendments will be<br />
adopted in 2012 or later:<br />
IFRS 9 Financial assets – Classification and Measurement. The<br />
standard represents the first milestone in the IaSB’s planned replacement<br />
of IaS 39. It addresses classification and measurement of<br />
financial assets. The next steps involve reconsideration and reexposure<br />
of the classification and measurement requirements for<br />
financial liabilities, impairment testing methods for financial assets,<br />
and development of enhanced guidance on hedge accounting. Management<br />
is currently assessing the impact of the standard on the<br />
financial statements of the Group.<br />
IFRS 9 Financial liabilities – Classification and Measurement. The<br />
second part of IFRS 9 was published in october <strong>2010</strong>. It complements<br />
previously issued IFRS 9, ‘Financial instruments’ to include guidance<br />
on financial liabilities. The accounting and presentation for financial<br />
liabilities shall remain the same except for those financial liabilities<br />
for which fair value option is applied. Management is currently<br />
assessing the impact of the standard on the financial statements of<br />
the Group.<br />
IFRS 7 (amendment) disclosures – Transfers of financial assets. The<br />
amendment adds disclosure requirements related to risk exposures<br />
derived from transferred assets. additional disclosures, where<br />
financial assets have been derecognised but the entity is still exposed<br />
to certain risks and rewards associated with the transferred asset,<br />
are required. The amendment can increase the disclosures in the<br />
notes to financial statements in the future. Management is currently<br />
assessing the impact of the standard on the financial statements of<br />
the Group.<br />
Principles of consolidation<br />
Subsidiaries<br />
Subsidiaries include all companies (including units established for<br />
a specific purpose) in which the Group has the right to control the<br />
principles of finances and operations. This is usually based on holding<br />
shares conferring more than one half of the votes. When evaluating<br />
whether the Group has control over another company, the<br />
existence and impact of potential voting power that can be realised<br />
at the time of the review by exercising the right or performing an<br />
exchange. Subsidiaries are consolidated in the consolidated financial
statements in their entirety starting on the day on which the Group<br />
obtains control in them. The consolidation stops when the control<br />
ceases.<br />
Mergers of business operations are processed using the acquisition<br />
method. Consideration paid for the purchase of a subsidiary is<br />
determined as the fair value of paid assets, assumed liabilities and<br />
equity shares issued by the Group. The assigned consideration<br />
includes the fair value of an asset or liability arising as the result of<br />
a conditional consideration arrangement. acquisition-related costs<br />
are recognised as expenses as they materialise. Identifiable assets<br />
obtained in a business merger and assumed liabilities and conditional<br />
liabilities are valued at fair value at the date of acquisition. The holding<br />
of non-controlling shareholders in the target of the acquisition<br />
is recognised on an acquisition-specific basis either at fair value or<br />
an amount corresponding to the proportion of the net assets of the<br />
target of the acquisition held by non-controlling shareholders.<br />
The amount by which the sum of paid consideration, proportion<br />
of non-controlling shareholders in the target and previously owned<br />
proportion exceed the Group’s proportion of the fair value of the<br />
acquired net assets is <strong>report</strong>ed on the balance sheet as goodwill. If<br />
the total amount of consideration, proportion of non-controlling<br />
shareholders and previously owned portion is lower than the fair<br />
value of the net assets and the transaction is a beneficial one, the<br />
difference is recognised in the income statement.<br />
Business transactions, receivables and liabilities between the<br />
Group companies and unrealised profits are eliminated. Unrealised<br />
losses are also eliminated. The accounting principles followed by<br />
subsidiaries have been amended to correspond to the principles<br />
followed by the Group as necessary.<br />
Transactions with non-controlling shareholders<br />
Business transactions with non-controlling shareholders are processed<br />
in the same way as those with Group shareholders. When<br />
shares are purchased from non-controlling shareholders, the difference<br />
between the consideration paid and the proportion of the<br />
net assets in the subsidiary purchased is recognised in equity. also,<br />
profit or loss from sale of shares to non-controlling shareholders is<br />
recognised in equity.<br />
The non-controlling interest in the accumulated losses is recognised<br />
in the consolidated financial statements up to the amount of<br />
the investment.<br />
Associated companies<br />
associated companies include all companies in which the Group has<br />
considerable influence but no control. Usually, significant influence<br />
is based on a shareholding conferring 20–50 per cent of the votes.<br />
Investments in associated companies are processed using the equity<br />
method, and they are initially entered at cost. The Group’s shares in<br />
associated companies also include the goodwill measured at the<br />
time of acquisition less any impairment.<br />
The Group’s share of profits or losses of associated companies<br />
following the acquisition is recognised in the income statement, and<br />
its proportion of changes in equity after the acquisition is recognised<br />
in equity. The book value of the investment is adjusted for changes<br />
accumulated after the acquisition. If the Group’s share of associated<br />
companies’ losses is as large or larger than its share of the associated<br />
company including any other unsecured receivables, the Group<br />
will not recognise additional losses unless it has commitments concerning<br />
the associated companies and it has not made payments on<br />
behalf of it.<br />
a proportion corresponding to the Group’s shareholding is eliminated<br />
from unrealised profits between the Group and its associated<br />
companies. Unrealised losses are also eliminated unless the transaction<br />
indicates an impairment of the value of the asset. The accounting<br />
principles followed by associated companies have been amended<br />
to correspond to the principles followed by the Group as necessary.<br />
profits or losses from investments in associated companies due to<br />
the dilution effect are recognised in the income statement.<br />
Joint ventures<br />
The Group’s holdings in jointly controlled units are processed in the<br />
consolidated financial statements using proportional consolidation.<br />
The Group’s proportion of the joint venture’s individual income items,<br />
expenses, assets and liabilities and cash flows are consolidated in<br />
the corresponding items of the consolidated financial statements.<br />
For assets sold to a joint venture, the proportion of profits of losses<br />
belonging to third parties is recognised. The Group does not recognise<br />
its share of a joint venture’s profits or losses arising from assets<br />
purchased from it by the Group before the assets have been sold<br />
further to an independent party. however, a loss incurred by business<br />
transactions will be recognised immediately if it indicates a decrease<br />
in the net realisation value or impairment of current assets.<br />
oy <strong>Metsä</strong>-Botnia ab, Äänevoima oy and Ääneverkko oy have been<br />
consolidated on a proportionate basis line by line. after <strong>Metsä</strong> Botnia<br />
transaction in december 2009 <strong>Metsä</strong>-Botnia is handled as an associated<br />
company from 8 december 2009 on.<br />
Transactions in foreign currency<br />
The figures concerning the profit and financial position of the Group<br />
units are presented in the currency that is used in the primary operating<br />
environment of the unit in question. The consolidated financial<br />
statements are presented in euros, which is the parent company’s<br />
operating and <strong>report</strong>ing currency. Business transactions denominated<br />
in foreign currencies are recognised in the operating currency<br />
using the rate of the transaction date. Monetary items denominated<br />
in foreign currencies are translated into the operating currency using<br />
the rate of the closing date. Non-monetary items in foreign currencies<br />
recognised at fair value have been translated into the operating<br />
currency using the rate of the date on which the value was determined.<br />
otherwise, non-monetary items have been recognised using<br />
the rate of the transaction date.<br />
any gains or losses resulting from transactions in foreign currencies,<br />
and from the translation of monetary items, are recognised<br />
under financial income and expenses with the exception of liabilities<br />
classified as hedges for net investment in a foreign entity, for which<br />
the currency gains and losses are entered for the part of hedge<br />
proven effective in the translation differences in other comprehensive<br />
income.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
45
The income statements of Group companies whose <strong>report</strong>ing<br />
currencies are other than euro are translated into euros using average<br />
exchange rates for the <strong>report</strong>ing period, and their balance sheets<br />
at the exchange rates prevailing at the balance sheet date. Translation<br />
differences arising on translation and on applying the purchase<br />
method of consolidation are entered in other comprehensive income.<br />
In conjunction with divestments of subsidiaries, either by selling or<br />
by dissolving, translation differences accumulated by the time of<br />
divestment are entered in the income statement as part of the gain<br />
or loss from the divestment.<br />
Financial assets<br />
Financial assets have been classified according to the IaS standards<br />
as follows: 1) Financial assets at fair value through profit or loss, 2)<br />
held-to-maturity investments, 3) loans and other receivables and<br />
4) available-for-sale financial assets. Categorisation depends on the<br />
purpose for which the assets were acquired and is made at the time<br />
they were originally recorded. Financial assets are initially recognised<br />
at fair value. Transaction costs are included in the fair value unless<br />
the item is measured at fair value through profit and loss. Financial<br />
assets are derecognised when the Group has lost the contractual<br />
right to receive cash flows or it has transferred substantially risks<br />
and rewards of ownership to outside the Group. Financial asset<br />
purchases and sales are recorded at the settlement date.<br />
Investments acquired for trading have been classified as financial<br />
assets at fair value through profit or loss. These may include, for<br />
example, short-term and long-term money market deposits, commercial<br />
papers and bonds. Financial assets held for trading have<br />
been recognized at fair value based on price quotations in the market.<br />
Unrealised and realised gains and losses due to changes in fair<br />
value are recognized immediately in the income statement during<br />
the financial period in which they are incurred.<br />
derivatives not included in hedge accounting are also classified<br />
as financial assets held for trading. Their accounting principles and<br />
principles of determining their fair value are described below.<br />
held-to-maturity investments include those investments with a<br />
specific date of maturity which the Group has full intention and ability<br />
to retain until the date of their maturity. The Group has no heldto-maturity<br />
investments. loans and other receivables are nonderivative<br />
financial assets with fixed or determinable payments that<br />
are not quoted in an active market.<br />
held-to-maturity investments include those investments which<br />
the Group has full intention and ability to retain until the date of their<br />
maturity. loans and other receivables comprise external and<br />
<strong>Metsä</strong>liitto Group’s internal accounts, loan and other receivables.<br />
Financial assets designated in these categories are carried at amortised<br />
cost using the effective interest method.<br />
available-for-sale financial assets are publicly quoted and<br />
unquoted shares. They are valued at fair value, or if fair value cannot<br />
be reliably determined, at cost less impairment. The fair values of<br />
publicly quoted shares are based on the share price at the date of<br />
the financial statements. If there are no quoted prices for availablefor-sale<br />
financial assets, the Group applies different types of valuation<br />
in their valuation, such as recent transactions and discounted<br />
46 NoTeS To The FINaNCIal STaTeMeNT<br />
cash flow. In this valuation, information received from the market is<br />
usually used, and factors specified by the Group itself are used as<br />
little as possible. Changes in fair value are recognised under other<br />
comprehensive income and presented in the fair value reserve, taking<br />
the tax effect into account. accumulated changes in fair value<br />
are transferred from equity to profit and loss as a correction of classification<br />
when the investment is divested or its value has impaired<br />
so that an impairment loss is to be recognised for the investment.<br />
an impairment of financial assets must be charged, if the book<br />
value of the financial asset exceeds the amount of money obtainable<br />
for it, the assessment of which is based on, for example, the debtor’s<br />
financial difficulties, neglect of payment or disappearance of an<br />
active market for the item in question.<br />
Cash and cash equivalents comprise cash in hand, deposits held<br />
at call with banks and other short-term highly liquid investments.<br />
Cash and cash equivalents include items with original maturities of<br />
three months or less from the date of acquisition.<br />
The Group assesses at each balance sheet date whether there is<br />
objective evidence of impairment of a financial asset or group of<br />
financial assets. objective evidence of impairment of available-forsale<br />
financial assets includes a significant or long-term decrease of<br />
the value of the investment under the acquisition cost. If the fair<br />
value of investments has substantially gone under acquisition cost<br />
and exceeded the period of time defined by the Group, it shall indicate<br />
that the value of the investment may be impaired. If there is evidence<br />
of impairment, the accumulated losses recognised in fair value<br />
reserve shall be transferred to profit and loss. Impairment losses of<br />
equity instruments classified as available for sale financial assets<br />
shall not be reversed through profit and loss.<br />
The criteria for determining whether there is objective evidence<br />
of impairment of loans and other receivables include:<br />
- significant financial problems of the issuer or debtor;<br />
- breach of contractual terms and conditions, such as defaults on<br />
interest or capital payments;<br />
- concessions given by the Group to the debtor due to its financial<br />
or legal reasons related to its financial problems that it would not<br />
otherwise contemplate giving<br />
- probability of the debtor’s bankruptcy<br />
- the financial asset in question no longer having an active market<br />
due to financial problems.<br />
Impairment testing of trade receivables is described below in more<br />
detail with regard to the relevant accounting principles.<br />
The amount of the impairment loss is determined as the difference<br />
between the carrying amount of the financial asset and the<br />
current value of the estimated cash flows of the financial asset discounted<br />
using the original effective interest rate (excluding any nonrealised<br />
future credit losses). Impairment of financial assets has to<br />
be recorded if the carrying amount of the financial asset exceeds its<br />
recoverable amount. The carrying amount of the asset is decreased<br />
and the loss is entered in the consolidated income statement. If the<br />
amount of the impairment loss decreases during a subsequent period<br />
and the decrease can be objectively linked to an event realised after
the recording of the impairment (such as the debtor’s credit rating<br />
improving), the impairment loss is reversed in the income statement.<br />
Financial liabilities<br />
The Group has classified all financial liabilities under “other liabilities”.<br />
When a financial liability is entered in the accounts, it is measured<br />
at cost, which is equal to the fair value of the consideration<br />
received for it. Transaction costs are included in the original carrying<br />
amount of all financial liabilities. Subsequently, all financial liabilities<br />
are measured at amortized cost using the effective interest method.<br />
derivative contracts for which hedge accounting is not applied are<br />
classified as ”Financial liabilities at fair value through profit or loss”.<br />
Financial assets and liabilities are classified according to IaS 39 and<br />
fair values are presented in the Note 28.<br />
Derivative financial instruments and hedge accounting<br />
derivative financial instruments are initially recognized in the balance<br />
sheet as fair value, which equals to it’s cost and thereafter<br />
during their term-to-maturity are revalued at their fair value. Gains<br />
and losses resulting from recognition at fair value are treated in<br />
accounting as required with regard to the intended use of the derivative<br />
in question. derivatives are initially classified either as 1) hedges<br />
of the exposure to changes in fair value of receivables, liabilities or<br />
firm commitments, 2) hedges of the cash flow from a highly probable<br />
forecast transaction, 3) hedges of a net investment in a foreign<br />
entity, 4) derivatives to which it has been decided not to apply hedge<br />
accounting or 5) derivatives used for trading. derivatives that do not<br />
qualify for hedge accounting are classified as financial assets or<br />
financial liabilities at fair value through profit or loss.<br />
When applying hedge accounting, at the inception of a hedging<br />
relationship the Group has documented the relationship between<br />
the hedged item and the hedging instruments as well as the hedging<br />
strategy observed. To meet the requirements of hedge accounting,<br />
the Group has also continuously carried out effectiveness testing<br />
to verify that changes in the fair value of the hedging instrument<br />
for each hedging relationship cover effectively enough, with respect<br />
to the hedged risk, any changes in the fair value of the hedged item.<br />
Changes in the fair value of derivatives that meet the criteria for<br />
fair value hedging are recognised through profit and loss. Changes<br />
in the fair value of a hedged asset or liability item are presented<br />
similarly in terms of the hedged risk. Changes in the fair value of<br />
the effective portion of derivative instruments that meet the criteria<br />
for cash flow hedging are recognised directly in a hedging reserve<br />
in equity. The gains and losses recognised in equity are transferred<br />
to the income statement in the period in which the hedged item is<br />
entered in the income statement. When the criteria for hedge<br />
accounting are no longer fulfilled, a hedging instrument matures or<br />
is sold or when the gain or loss accrued from hedging the cash flow<br />
remain in equity until the forecast transaction takes place. however,<br />
if the forecast hedged transaction is no longer expected to occur, the<br />
gain or loss accrued in equity is recognised immediately in the income<br />
statement. The fair value of derivatives is disclosed in current noninterest-bearing<br />
receivables or liabilities. The fair values of derivatives<br />
classified in accordance with the applied accounting practice<br />
are presented in Notes to the accounts no. 29. The maturity analysis<br />
of cash flow hedge accounting is presented in Notes to the accounts<br />
no. 30.<br />
Currency hedging<br />
To hedge its foreign currency exposure, the Group has partly applied<br />
hedge accounting in accordance with IaS 39 as so-called cash flow<br />
hedge. a separately defined portion of the highly probable forecast<br />
cash flow of sales in USd, GBp and SeK is the object of hedge<br />
accounting. a change in the fair value of a derivative hedge (currency<br />
forward contracts) proven effective is entered directly in shareholders’<br />
equity in the fair value reserve, and only after the realisation of<br />
the forecasted sales transaction it is entered in the income statement<br />
as an adjustment of the hedged sales. Changes in the fair value of<br />
other currency derivatives to hedge foreign currency exposure are<br />
recognized under financial items in the income statement. The fair<br />
values of forward foreign exchange contracts are based on forward<br />
prices prevailing at the balance sheet date, and currency options are<br />
stated at market rates in accordance with the Black&Scholes model’s<br />
fair value.<br />
The hedging of a net investment in a foreign entity is dealt with<br />
in the books like cash flow hedge. Changes in the fair value of a<br />
derivative and loan hedge proven effective are recognized directly<br />
against the translation differences accumulated in shareholders’<br />
equity. The ineffective portion of the hedge as well as the effect of<br />
the interest rate element of forward exchange contracts are recorded<br />
in financial income and expenses in the income statement.<br />
Interest hedging<br />
To hedge the fair value of separately defined loans with derivatives<br />
contracts (interest rate swaps and currency swaps), the Group has<br />
applied hedge accounting in accordance with IaS 39 as so-called fair<br />
value hedge. Changes in the fair value of both defined loans and<br />
derivative contracts that meet the criteria for effective hedge accounting<br />
are recognized in financial income and expenses through profit<br />
and loss. The fair value of loans is calculated in respect of interest<br />
rate risk and currency risk elements, but any changes in the company’s<br />
credit risk premium have not been taken into account.<br />
Moreover, to hedge its interest rate exposure, the Group has partly<br />
applied hedge accounting in accordance with IaS 39 to hedging of<br />
contractual cash flows of floating interest rates of loans as so-called<br />
cash flow hedge. a change in the fair value of derivative contracts<br />
(interest rate swaps) is entered directly in shareholders’ equity in<br />
fair value reserve.<br />
all other interest rate derivatives, to which hedge accounting is<br />
not applied, are stated at their fair value, and changes in fair value<br />
are recognized under financial items in the income statement. The<br />
fair values of forward rate agreements, interest rate futures and<br />
options are based on quoted market rates at the balance sheet date,<br />
and interest rate swaps and currency swaps are measured at the<br />
present value of future cash flows, with the calculation based on<br />
market interest rate yield curve.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
47
Commodity risk hedging<br />
To hedge its electricity price risk exposure, the Group has partly<br />
applied hedge accounting in accordance with IaS 39 as so-called<br />
cash flow hedge. a separately defined portion of the highly probable<br />
forecast cash flow of electricity purchases in Finland and Sweden is<br />
the object of hedge accounting. a change in the fair value of a derivative<br />
hedge (forward electricity contracts) proven effective is entered<br />
directly in shareholders’ equity in fair value reserve, and only after<br />
the realisation of the forecast electricity purchases sales it is entered<br />
in the income statement as an adjustment of the hedged purchases<br />
or sales. The ineffective part of electricity derivatives classified to<br />
hedge accounting and other commodity derivatives hedging commodity<br />
price risk are recognized at market rates at the balance sheet<br />
date, and changes in fair value are entered in the income statement<br />
under ”other income and expenses”.<br />
embedded derivatives are valued at fair value, and changes in<br />
fair value are entered under financial items in the income statement.<br />
The amount of embedded derivatives at the M-real Group is insignificant.<br />
Segment <strong>report</strong>ing<br />
The Group’s operating segments are comprised of the Group’s business<br />
areas. The business areas produce different products and<br />
services, and they are managed as separate units.<br />
The operating segments are <strong>report</strong>ed uniformly with internal<br />
<strong>report</strong>ing submitted to the chief operational decision-maker. The<br />
Corporate Management Team has been appointed as the chief<br />
operational decision-maker in charge of allocating resources to the<br />
operating segments and evaluating their performance.<br />
The same accounting policies are applied in segment <strong>report</strong>ing<br />
as for the Group as a whole. Transactions between segments are<br />
based on market prices. all sales and other transactions between<br />
segments are eliminated on consolidation.<br />
Non-current assets held for sale and discontinued<br />
operations<br />
an asset item/operation is classified as held for sale when the amount<br />
corresponding to its carrying value will be generated primarily from<br />
sale of the asset item.<br />
asset items classified as held for sale are measured at the lower<br />
of their carrying amount and fair value less costs to sell. asset items<br />
classified as held for sale are not depreciated or amortized.<br />
a discontinued operation is one which the Group has disposed of<br />
or that is classified as held for sale and represents a separate major<br />
line of business or geographical area of operations. The profit or<br />
loss from discontinued operations after tax is shown as a separate<br />
item in the consolidated income statement.<br />
Recognition of income<br />
Sales include income from the sale of products and services as well<br />
as raw materials and supplies corrected for indirect taxes, discounts<br />
and other sales adjustment items. Income from the sale of goods is<br />
recognised as income when the risks and benefits associated with<br />
the ownership of the product are transferred to the buyer and the<br />
48 NoTeS To The FINaNCIal STaTeMeNT<br />
Group no longer has rights of possession or control on the product.<br />
Usually, this refers to the moment on which the product has been<br />
delivered to the customer in accordance with the agreed terms of<br />
delivery.<br />
The Group’s terms of delivery are based on the Incoterms 2000<br />
delivery terms, a compilation of definitions of delivery terms published<br />
by the International Chamber of Commerce. The Group’s most<br />
common delivery terms concerning sales are:<br />
- d terms, according to which the Group has to deliver the products<br />
to the agreed destination. The sale is concluded at the moment of<br />
delivery to the buyer at the agreed destination at the agreed time.<br />
- C terms, according to which the seller arranges and pays for<br />
transport to the agreed destination and certain other expenses.<br />
however, the Group’s responsibility for the products ends after the<br />
products have been handed over to the carrier in accordance with<br />
the term used. The sale is concluded at the moment when the<br />
seller hands the goods over to the carrier for transport to the<br />
agreed destination.<br />
- F terms, according to which the buyer arranges for the transport<br />
and is responsible for it. The sale is concluded when the products<br />
have been delivered to the buyer’s carrier.<br />
If local rules result in invoicing that deviates from the rules specified<br />
above, the impact of such income has been calculated and adjusted.<br />
Revenue from the sale of services is recorded when the services<br />
have been rendered. dividend income is recognised when the right<br />
to receive a payment is established. Interest income is recognised<br />
by applying the effective interest rate method.<br />
Delivery and handling costs<br />
Costs arising from the delivery and handling of goods are recorded<br />
in materials and services in the income statement.<br />
Research and development expenditure<br />
Research and development expenditure is recognized as an expense<br />
at the time it is incurred. development expenditure is capitalized if<br />
it is probable that a development project will generate future economic<br />
benefit and the costs can be measured reliable. Capitalized<br />
development costs are amortised over their expected useful future<br />
lives. To date, M-real does not have capitalized development expenditure.<br />
Borrowing costs<br />
Borrowing costs are generally recognized as an expense in the period<br />
in which they are incurred. When an item of property, plant and<br />
equipment is involved in a major and long-term investment project,<br />
the borrowing costs directly due to the acquisition and construction<br />
of the asset are included in the asset’s cost.<br />
Income taxes<br />
Tax expense in the income statement is comprised of the current<br />
tax and deferred taxes. Current tax and deferred tax that relates to<br />
items that are recognised in comprehensive income shall be recog-
nised in comprehensive income. Income taxes are recorded on an<br />
accrual basis for the taxable income of each <strong>report</strong>ing unit, applying<br />
the tax rate in force in each country at that time. Taxes are adjusted<br />
for any taxes for previous periods.<br />
deferred taxes and tax assets are calculated on all the temporary<br />
differences between the accounting value and the tax base. deferred<br />
tax liabilities are not recognised when the asset or liability in question<br />
is one that is originally entered at the carrying amount and does<br />
not concern the merging of business operations, and the recognition<br />
of such an asset or liability does not have an impact on the accounting<br />
result or taxable income at the date of the transaction. No deferred<br />
taxes are recognised for non-deductible goodwill, and no deferred<br />
taxes are recognised for undistributed profits of subsidiaries to the<br />
extent that the difference will not likely realise in the predictable<br />
future.<br />
The greatest temporary differences result from impairment on<br />
property, plant and equipment, fair value of available-for-sale financial<br />
assets and derivative instruments, defined benefit plans, unused<br />
tax losses and measurement at fair value in connection with acquisitions.<br />
deferred taxes have been calculated by applying the tax rates in<br />
force by the balance sheet date. Tax assets are recognized to the<br />
extent that it is probable that taxable profit will be available against<br />
which a deductible temporary difference can be utilized.<br />
Intangible assets<br />
Goodwill<br />
Goodwill is the amount by which the cost exceeds the Group’s share<br />
of the identifiable net assets of the acquired subsidiary at the date<br />
of acquisition. Goodwill arising from the acquisition of subsidiaries<br />
is included in intangible assets. Goodwill is tested annually for impairment<br />
and recognised on the balance sheet at cost less accumulated<br />
impairment losses. Impairment losses from goodwill are not cancelled.<br />
The book value of goodwill associated with a divested company<br />
influences the capital gain or loss.<br />
Goodwill is allocated to cash-generating units for impairment<br />
testing. Goodwill is allocated to those units or groups of units which<br />
are expected to benefit from the merger of business operations<br />
where the goodwill has emerged, specified by <strong>report</strong>ing segments.<br />
Other intangible assets<br />
Computer software<br />
expenditure on developing and building significant new computer<br />
software programs are recognized in the balance sheet as an intangible<br />
asset and amortized over its useful life, which is not to exceed<br />
five years. direct expenses to be capitalized include consultancy and<br />
expert advisory fees paid to outside parties, software licences<br />
obtained for the application, staff costs to the extent that they can<br />
be allocated directly to the project as well as other direct costs.<br />
Maintenance and operating expenditure related to computer software<br />
and edp applications is recorded as an expense in the <strong>report</strong>ing<br />
period in which it has been incurred.<br />
Emission rights<br />
allowances received by the governments free of charge have initially<br />
been recognised as intangible assets and the corresponding government<br />
grant as advance payment in liabilities based on fair value at<br />
the date of initial recognition. allowances are measured at its cost<br />
or at their fair value if less. allowances are not amortized. The emissions<br />
produced are recognised as cost and as liability together with<br />
the corresponding government grant as income both based on the<br />
value at the date of initial recognition. So rights consumed that are<br />
within the original range have no positive or negative effect on profit<br />
for the period. The costs of purchasing additional rights to cover<br />
excess emissions or the sale of unused rights have effect on profit.<br />
Other intangible assets<br />
The cost of patents, licences and trademarks having a finite useful<br />
life is capitalized in the balance sheet under intangible assets and<br />
amortized on a straight-line basis over their useful lives in 5–10<br />
years.<br />
The estimated economic lives of intangible assets are reviewed<br />
at each balance sheet date and if they differ significantly from previous<br />
estimates, the depreciation periods are altered accordingly.<br />
Property, plant and equipment<br />
property, plant and equipment is measured at original cost. The<br />
property, plant and equipment of acquired subsidiaries is measured<br />
at fair value at the time of the purchase. property, plant and equipment<br />
is presented in the balance sheet at cost less accumulated<br />
depreciation and impairment losses. For investments in property,<br />
plant and equipment requiring a long construction time, the interest<br />
incurred during construction is capitalized in the balance sheet as<br />
part of the asset for the time that is necessary for bringing the asset<br />
to working condition for its intended use.<br />
property, plant and equipment is depreciated on a straight-line<br />
basis over the following expected useful lives:<br />
Buildings and constructions 20–40 years<br />
Machinery and equipment<br />
heavy power plant machinery 20–40 years<br />
other heavy machinery 15–20 years<br />
lightweight machinery and equipment 5–15 years<br />
other tangible assets 5–20 years<br />
land and water areas are not depreciated. If the significant parts of<br />
an item of property, plant and equipment have useful lives of differing<br />
length, each part is depreciated separately.<br />
The estimated economic lives are reviewed at each balance sheet<br />
date and if they differ significantly from previous estimates, the<br />
depreciation periods are altered accordingly.<br />
Subsequent costs of an item of property, plant and equipment<br />
shall be recognised as an asset if and only if it is probable that future<br />
economic benefits associated with the item will flow to the entity<br />
and the cost of the item can be measured reliably. The carrying<br />
amount of a component which has been replaced with new a com-<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
49
ponent shall be derecognised. all other repair and maintenance<br />
expenditures are recognised in profit and loss as incurred.<br />
Gains and losses arising on the sale and decommissioning of<br />
items of property, plant and equipment are calculated as the difference<br />
between the net revenue obtained and the carrying amount.<br />
Capital gains and losses are included in operating profit in the income<br />
statement.<br />
When a non-current item of property, plant and equipment is<br />
classified as held for sale, the recording of depreciation on said asset<br />
is discontinued. a non-current asset held for sale is measured at<br />
the lower of the carrying amount or the fair value less the expenses<br />
necessary to make the sale.<br />
Government grants<br />
Government grants received for the purpose of purchasing property,<br />
plant and equipment and similar are entered as deferred income in<br />
balance sheet liabilities and recognized in other operating income<br />
during the actual useful life of the asset. other grants are recorded<br />
as other operating income in the income statement for the financial<br />
periods during which they are matched with the corresponding<br />
expenses.<br />
Leases<br />
leases on property, plant and equipment for which the Group<br />
assumes substantially all the risks and rewards incident to ownership<br />
of the asset are classified as finance lease agreements. a finance<br />
lease agreement is recognized in the balance sheet at an amount<br />
equal at the inception of the lease to the fair value of the leased<br />
property or, if lower, at the present value of the minimum lease payments.<br />
The corresponding lease payment liability is recorded in<br />
interest-bearing liabilities under other non-current liabilities. an<br />
asset obtained on a finance lease is depreciated over the useful life<br />
of the asset or, if shorter, the lease term. lease payments are split<br />
between financial expenses and a reduction in the lease liabilities.<br />
lease agreements in which the risks and rewards incident to<br />
ownership remain with the lessor are treated as other lease agreements<br />
(operating leases). lease payments under an operating lease<br />
are recognized as an expense in the income statement on a straightline<br />
basis over the lease term.<br />
Impairment of assets not included in financial assets<br />
No depreciation is recognised for assets with an unlimited useful<br />
life, such as goodwill; they are annually tested for impairment.<br />
depreciated assets are always tested for impairment when events<br />
or changes in conditions indicate that it is possible that the monetary<br />
amount corresponding to the book value of the assets might not be<br />
recoverable. The amount by which the book value of the asset exceeds<br />
the recoverable amount is recognised as an impairment loss. The<br />
recoverable amount is the higher of the fair value of the asset less<br />
expenses arising from its sale or its service value. assets are classified<br />
for testing for impairment to the lowest levels at which the<br />
cash flows can be separately identified (cash-generating units).<br />
assets not included in financial assets, apart from goodwill, for which<br />
impairment losses are recognised, are reviewed at the end of each<br />
50 NoTeS To The FINaNCIal STaTeMeNT<br />
financial period with regard to any reasons for cancelling the impairment.<br />
Biological assets<br />
Biological assets (living trees) are measured at fair value less the<br />
estimated expenses of making a sale. The fair value of a stand of<br />
trees, excluding young seedlings, is based on the present value of<br />
expected cash flows (revenue and expenses). The calculations take<br />
into account the future growth of the stand as well as the environmental<br />
protection-related limits on the forests. The calculation of<br />
income from fellings and silvicultural costs is based on the prevailing<br />
price level as well as the company’s view of the future trend in<br />
prices and costs. Changes in the fair value of a stand of trees are<br />
included in operating profit during the financial period. at 31 december<br />
M-real has no biological assets any more.<br />
Inventories<br />
Inventories are measured at the lower of cost and net realizable<br />
value. The cost of finished and semi-finished products comprises<br />
raw materials, direct labour expenses, other direct expenses as well<br />
as an appropriate share of fixed and variable production overheads.<br />
The normal capacity of the production facilities is used as the divisor<br />
in allocating overheads to the different production units.<br />
The value of inventories is determined using the FIFo (first-in,<br />
first-out) method or, alternatively, the weighted average cost method<br />
depending on the nature of the inventories. Net realizable value is<br />
the estimated selling price that is obtainable less the costs of completion<br />
and the costs necessary to make the sale.<br />
Accounts receivables<br />
accounts receivables are measured at the expected net realizable<br />
value, which is the original invoicing value less estimated impairment<br />
provisions on the receivables. Impairment test is carried for all<br />
receivables at bankruptcy or overdue over 180 days, when there is<br />
a justifiable reason to assume that the Group will not receive payment<br />
for the invoiced amount according to the original terms.<br />
Provisions<br />
a provision is recognized in the balance sheet when the Group has<br />
a legal or constructive obligation as a result of a past event and it is<br />
probable that settlement of the obligation will require a financial<br />
payment or cause a financial loss, and a reliable estimate can be<br />
made of the amount of the obligation. Where the effect of the time<br />
value of money is material, the amount of a provision is the present<br />
value of the expenditures expected to be required to settle the obligation.<br />
If some or all of the expenditure required to settle a provision<br />
is expected to be reimbursed by another party, the reimbursement<br />
is recorded in the balance sheet as a separate asset, but only if it is<br />
virtually certain that reimbursement will be received.<br />
Restructuring<br />
a restructuring provision is recorded for the financial period when<br />
the Group has incurred a legal or constructive obligation to make a<br />
payment. Termination payments are recorded when a detailed plan
has been made of the restructuring and the main points of the plan<br />
have been communicated to the employees who are affected by the<br />
arrangement.<br />
Onerous contracts<br />
a provision is recognised for an onerous contract, when the unavoidable<br />
costs of meeting the obligations under the contract exceed the<br />
economic benefits expected to be received under it.<br />
Environmental obligations<br />
Costs arising from environmental remediation which do not increase<br />
present or future revenue are recorded as annual expenses. environmental<br />
liabilities are recorded in accordance with present environmental<br />
protection laws and regulations when it is probable that<br />
the obligation which has arisen and its amount can be estimated<br />
reasonably.<br />
Employee benefits<br />
Pension benefits<br />
pension plans are classified as either defined benefit or defined<br />
contribution plans. Under a defined contribution plan, the Group<br />
pays fixed contributions to a separate unit. The Group has no legal<br />
or constructive obligation to pay further contributions if the recipient<br />
of the payments is not able to pay the pension benefits in question.<br />
all plans that do not meet these requirements are considered defined<br />
contribution plans. Contributions paid to defined contribution pension<br />
plans are expensed in the period to which they relate.<br />
The Group’s obligations associated with defined benefit pension<br />
plans have been calculated separately for each plan using the projected<br />
Unit Credit Method. pension expenditure is expensed for the<br />
employees’ period of service based on calculations made by authorised<br />
actuaries. In calculating the current value of the pension obligation,<br />
the market return of high-quality bonds issued by the company<br />
is used as the discount rate. The maturity of the bonds and treasury<br />
bills essentially corresponds to the maturity of the calculated pension<br />
obligation. The pension plan assets measured at fair value at<br />
the balance sheet date, unrecognised actuarial gains and losses and<br />
retroactive work performance are deducted from the present value<br />
of the pension obligation to be recognised in the balance sheet.<br />
actuarial gains and losses are recognised in the income statement<br />
over the expected average remaining working lives of the<br />
employees to the extent that such gains and losses exceed the greater<br />
of 10 per cent of the present value of the benefit obligation and 10<br />
per cent of the fair value of any plan assets.<br />
expenditure based on retroactive work performance is charged<br />
to the income statement in fixed instalments over the period during<br />
which they are paid-up. If the benefits are paid-up immediately, they<br />
are immediately charged to the income statement.<br />
Gains and losses resulting from the restriction of a defined benefit<br />
plan or performance of the obligation are recognised at the time<br />
of the restriction or fulfilment.<br />
Share-based payment<br />
a share-based incentive programme in which the payments are<br />
made either with equity instruments or cash has been established<br />
for the company’s top executives. The benefits issued in connection<br />
with the scheme are measured at fair value at the date of granting<br />
them and charged to the income statement evenly during the vesting<br />
period. In schemes where the payments are made in cash, the<br />
entered liability and change in its fair value is correspondingly scheduled<br />
as expenses. The effect of the schemes on profit is presented<br />
under employee costs.<br />
Earnings per share<br />
Undiluted earnings per share are calculated using the weighted<br />
average number of shares during the <strong>report</strong>ing period. In calculating<br />
earnings per share adjusted for the effect of dilution, the average<br />
number of shares is adjusted for the dilution effect of any equity<br />
instruments that have been issued. In calculating earnings per share,<br />
earnings are taken to be the <strong>report</strong>ed earnings attributable to the<br />
parent company’s shareholders. earnings, both undiluted and<br />
adjusted for the effect of dilution, are calculated separately for continuing<br />
and discontinued operations.<br />
Dividends payable<br />
dividends payable by the company are recorded as a decrease in<br />
equity in the period during which shareholders, in a general meeting,<br />
have approved the dividend for payment.<br />
Comparative figures<br />
Where necessary, comparative figures have been classified to conform<br />
to changes in presentation in the current year.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
51
2 Key accounting estimates applied in the financial<br />
statements and discretion used in the accounting<br />
principles<br />
preparing IRFS-compliant financial statements requires the use of<br />
certain key accounting estimates. In addition, it requires the management<br />
to use its discretion in applying the accounting principles.<br />
The estimates made and discretion-based decisions are continuously<br />
evaluated, and they are based on prior experience and other factors,<br />
such as expectations concerning future events. The expectations are<br />
considered to be reasonable, taking the circumstances into account.<br />
The topics that are associated with key assumptions and estimates<br />
in terms of consolidated financial statements and areas that require<br />
significant discretion are described below.<br />
Key accounting estimates<br />
Impairment testing<br />
TThe Group annually tests the goodwill and intangible assets not yet<br />
ready for impairment. Testing for impairment is carried out for other<br />
long-term assets if there are indications that the value of the assets<br />
might be impaired. The recoverable amounts of cash-generating<br />
units are based on calculations of value in use. These calculations<br />
require that estimates are made. The Zanders cash-generating unit<br />
that is included in the Speciality papers operating segment generated<br />
an impairment loss of eUR 28 million in <strong>2010</strong>. The carrying<br />
amount of the units were reduced to correspond to their recoverable<br />
amount. In office papers’ husum papermill some eUR 9 million<br />
impairment loss made earlier was reversed. a sensitivity analysis<br />
of the substantial assumptions used in the impairment testing and<br />
the impact of changes in them on the amount of impairment is presented<br />
in Note 8.<br />
Pension plans<br />
The current value of the pension obligations depends on various<br />
factors that are determined using various actuarial assumptions.<br />
The discount rate is also included in the assumptions used in determining<br />
the net expenditure (or income) arising from pension plans.<br />
Changes in these assumptions have an effect on the carrying amount<br />
of the pension obligations.<br />
The appropriate discount rate is determined at the end of each<br />
year. This is a rate that should be used in determining the current<br />
value of the future cash flows estimated to be required to fulfil the<br />
pension obligations. In determining the appropriate discount rate,<br />
the interest rates of long-term treasury notes or similar instruments<br />
are taken into consideration. other key assumptions concerning<br />
pension obligations are based on the current market conditions.<br />
Share-based reward scheme<br />
The share-based incentive arrangements granted to the Group’s<br />
key employees are measured at fair value at the time of granting.<br />
The fair value is charged to the income statement over the vesting<br />
period during which all the requirements for the right to arise must<br />
52 NoTeS To The FINaNCIal STaTeMeNT<br />
be fulfilled. The expense measured at the time of granting the shares<br />
is based on an estimate of the number of shares to which a right is<br />
believed to arise at the end of the vesting period. Changes in the<br />
estimates are recognised in the income statement. a total of eUR<br />
0.2 million was recognised as an expense on the financial period<br />
ended on 31 december <strong>2010</strong>.<br />
Financial instruments at fair value<br />
a fair value is determined for financial instruments not traded on an<br />
open market using valuation methods. discretion is used in selecting<br />
the various methods and making assumptions based primarily<br />
on the market conditions prevailing at the end date of each <strong>report</strong>ing<br />
period. The greatest item at fair value not traded on an open market<br />
is the investment in pohjolan Voima shares, <strong>report</strong>ed under available-for-sale<br />
financial assets. Their price is determined based on<br />
realised transactions and an analysis of discounted cash flows. The<br />
carrying amount of available-for-sale financial assets would be<br />
estimated to be eUR 11 million lower or eUR 8 million higher should<br />
the rate used for discounting the cash flows differ by 10 per cent<br />
from the rate estimated by the management. The carrying amount<br />
of available-for-sale financial assets would be estimated to be eUR<br />
37 million higher or eUR 38 million lower, if energy prices used for<br />
calculating the fair value differ by 10 per cent from prices estimated<br />
by the management.<br />
Provisions<br />
a provision is recorded when the Group has a legal or constructive<br />
obligation as a result of a previous event and it is probable that the<br />
liability for payment will realise. The provisions are determined based<br />
on previous experience. a provision for restructuring is made when<br />
M-real has composed a detailed restructuring plan and communicated<br />
about the matter. a recorded provision illustrates the management’s<br />
best estimate of the current value of future expenses, but<br />
actual expenditure may differ from the estimate. provisions amounted<br />
to eUR 42 million on M-real’s balance sheet on 31 december <strong>2010</strong>.<br />
Income taxes<br />
The management’s discretion is required for determining the taxes<br />
based on the result for the period, deferred tax assets and liabilities<br />
and the extent to which deferred tax assets are recorded. The Group’s<br />
balance sheet at 31 december <strong>2010</strong> did not include any deferred tax<br />
assets recognised for confirmed losses. The Group is subject to<br />
income taxation in several countries. estimating the total amount<br />
of income taxes at the level of the entire Group requires significant<br />
discretion. The final amount of tax is uncertain in terms of several<br />
business operations and calculations. The Group forecasts future<br />
tax audits and recognises liabilities based on estimates on whether<br />
further taxes will need to be paid. If the associated final tax differs<br />
from the originally recorded amounts, the difference has an effect<br />
on both the tax assets and liabilities based on the taxable income<br />
for the period and deferred tax assets and liabilities in the period<br />
during which they are observed.
Key discretion-based decisions in applying the accounting<br />
policies<br />
Inventories<br />
The Group regularly reviews its inventories for situations where the<br />
inventories exceed their real value, contain downgraded items or<br />
their market value falls below the acquisition cost, and records a<br />
deduction item that reduces the carrying amount of the inventories<br />
in the case of such deductions. The management must make estimates<br />
of the future demand for the products for the purpose of such<br />
review. any changes in these estimates might lead to an adjustment<br />
in the carrying amount of the inventories in future periods. M-real’s<br />
balance sheet included inventories amounting to eUR 391 million<br />
on 31 december <strong>2010</strong>.<br />
Accounts receivables<br />
accounts receivables are recognised according to the original invoiced<br />
amount less impairment losses and refunds due to returns. Impairment<br />
losses are recognised on a case-by-case basis and based on<br />
previous experience when there is objective proof that the receivable<br />
cannot be collected in full. If the customers’ financial position weakens<br />
so that it affects their solvency, further impairment losses might<br />
need to be recognised for future periods. M-real’s balance sheet at<br />
31 december <strong>2010</strong> included trade receivables amounting to eUR<br />
360 million and impairment losses recorded for trade receivables<br />
amounting to eUR 2 million.<br />
Impairment of equity investments classified as<br />
available-for-sale financial assets<br />
The question when the value of available-for-sale equity investments<br />
is impaired is solved according to the guidelines of IaS 39. This<br />
requires the use of significant discretion, e.g., in terms of for how<br />
long and to what extent the fair value of the investment has been<br />
lower than the acquisition cost. In addition, it is necessary to estimate<br />
the financial position of the investment object regarding the nearfuture<br />
outlook of the business operations, such as the profitability<br />
of the industry and sector, to find out whether there is objective proof<br />
of impairment. Should it be considered that the reduction of the fair<br />
value to below the acquisition cost is entirely or partially significant<br />
and prolonged, an additional after tax loss of eUR 209 million would<br />
be recognised in the financial statements for <strong>2010</strong> when the changes<br />
in fair value associated with impaired available-for-sale financial<br />
assets recognised under equity are charged to the income statement.<br />
3 Management of financial risks<br />
The financial risks associated with business operations are managed<br />
in accordance with the financial policy endorsed by the <strong>Board</strong> of<br />
directors and the senior management of the company. The policy<br />
defines focal instructions on the management of foreign currency,<br />
interest rate, liquidity and counterparty risks, and for the use of<br />
derivative financial instruments. Correspondingly, commodity risks<br />
are managed according to the company’s commodity risk policy. The<br />
purpose is to protect the company against major financial and commodity<br />
risks, to balance the cash flow and to allow the business units<br />
time to adjust their operations to changing conditions.<br />
<strong>Metsä</strong> Group Financial Services oy (<strong>Metsä</strong> Finance) is specialized<br />
in finance and functions as the Group’s internal bank. M-real’s holding<br />
in <strong>Metsä</strong> Finance is 51 per cent and <strong>Metsä</strong>liitto Cooperative’s<br />
holding is 49 per cent. Financial operations have been centralised<br />
to <strong>Metsä</strong> Finance, which is in charge of managing the Group companies’<br />
financial positions according to the strategy and financial<br />
policy, providing necessary financial services and acting as an advisor<br />
in financial matters.<br />
Foreign currency risk<br />
The Group’s foreign currency exposure consists of the risks associated<br />
with foreign currency flows, translation risk of net investments<br />
in foreign entities and economic currency exposure. Most of the<br />
Group’s costs are incurred in the euro zone and to some extent in<br />
Sweden, but a significant part of the sales is in other currencies.<br />
Sales revenue may therefore vary because of changes in exchange<br />
rates, while production costs remain unchanged. product prices are<br />
also often quoted in currencies other than the home currency. The<br />
foreign currency transaction exposure is consisting of foreign currency<br />
denominated sales revenue and costs. The exposure is including<br />
foreign currency denominated balance sheet exposure consisting<br />
of sales receivables and accounts payable and a quarter share<br />
of the annual contracted or estimated net currency cash flow.<br />
The main currencies of the Group’s foreign currency transaction<br />
exposure are the US dollar, the British pound and the Swedish korma.<br />
a strengthening of the dollar and the pound has a positive impact<br />
on the financial result and a weakening a negative impact. a weakening<br />
of the Swedish krona has a positive impact on the result. other<br />
significant currencies are aUd, Cad, ChF, dKK and NoK. The hedging<br />
policy is to keep an amount corresponding to three months’ cash<br />
flows of all contractual or estimated currency flows consistently<br />
hedged. The hedging policy is to keep the balance sheet exposure<br />
and a quarter of annual cash flow of contracted or estimated currency<br />
flows consistently hedged. The hedging level can, however<br />
vary between 0–12 months as the financial policy has defined separate<br />
risk mandates for deviating from the norm hedging. The <strong>Board</strong><br />
of directors decides on significant changes in the hedging level if<br />
they see a reason to deviate from the norm set out in the financial<br />
policy. The amount of currency-specific hedging depends on current<br />
exchange rates and market expectations, on the interest rate differences<br />
between the currencies and the significance of the exchange<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
53
ate risk for the financial result. The transaction exposure is mainly<br />
hedged by forward transactions but also by the use of foreign currency<br />
loans and currency options.<br />
hedge accounting in accordance with IaS 39 is applied partially<br />
to the hedging of the currency transaction exposure, which allows<br />
fair value changes of hedges designated to hedge accounting to be<br />
entered directly in shareholders’ equity in fair value reserve. at the<br />
end of the <strong>report</strong>ing period, the foreign exchange transaction exposure<br />
had been hedged 4.8 months on average (2009 4.9). during the<br />
<strong>report</strong>ing period, the hedging level has varied between 4 and 6 months<br />
(3–5). The dollar’s hedging level was 4.5 months (7.2), of which the<br />
portion of hedge accounting was 1.4 months (1.8). The Swedish<br />
krona’s hedging level was 5.5 months (4.7), of which the portion of<br />
hedge accounting was 3.2 months (3.6). The pound’s hedging level<br />
was 4.9 months (2.5), of which the portion of hedge accounting was<br />
3.0 months (1.4). hedges allocated to hedge accounting have been<br />
used to hedge the portion of highly probable forecast sales of the<br />
currency transaction exposure.<br />
The translation risk of a net investment in a foreign entity is generated<br />
from the consolidation of the equity of subsidiaries and associated<br />
companies outside the euro area into euros in the consolidated<br />
financial statements. according to the updated financial policy, 0–100<br />
per cent (50–100) of equity should be hedged. The translation risk<br />
of equity has been hedged through the use of forward transactions<br />
and foreign currency loans and major exposures have been mostly<br />
kept hedged. during the <strong>report</strong>ing period, on average 79 per cent<br />
(93) of the equity position was hedged and at the end of the <strong>report</strong>ing<br />
period 70 per cent (96). hedge accounting in accordance with IaS is<br />
applied to the hedging of the equity exposure. This allows the<br />
exchange gains and losses of effective hedging to be entered into<br />
the equity offsetting translation differences.<br />
The Group applies the Value-at-Risk method to assess the risk<br />
of its open foreign currency positions. The VaR is calculated on the<br />
deviation from the balance sheet exposure plus the quarter of annual<br />
foreign currency exposure hedge norm defined in the financial<br />
policy. a 99 per cent confidence level on one month period is applied<br />
to the VaR risk figure, i.e., the VaR indicates that with a 1 per cent<br />
probability the market value of the open foreign currency position<br />
Exchange rate trends Interes rate trends<br />
%<br />
54 NoTeS To The FINaNCIal STaTeMeNT<br />
1.6<br />
1.4<br />
1.2<br />
1.0<br />
0.8<br />
depreciates more than the amount of the risk figure in a month. The<br />
risk mandates regarding hedging decisions have been defined by<br />
restricting the company management’s powers by linking them to<br />
maximum currency-specific hedging level changes and to a VaR<br />
limit. possible strategic decisions which exceed the policy risk limits<br />
are made by the <strong>Board</strong> of directors. The limit set for the M-real<br />
Group’s foreign currency risk is eUR 12 million (25) and the VaR is<br />
at the end of the <strong>report</strong>ing period eUR 1.9 million (7.9). average during<br />
the period has been eUR 2.9 million (8.8). The Value-at-Risk<br />
method has also been used to assess the market risk of <strong>Metsä</strong><br />
Finance’s trading operations. Trading volume has been relatively low<br />
during the <strong>report</strong>ing year: <strong>Metsä</strong> Finance’s average VaR (of one day<br />
at 99%) was only eUR 0.07 million in <strong>2010</strong> (0.34). The volumes and<br />
fair values of derivatives used in the management of foreign currency<br />
risks are presented in Notes no. 29.<br />
Interest rate risks<br />
The interest rate risk is related mainly in the interest bearing receivables<br />
and loans and currency hedging. Interest bearing receivables<br />
and loans are presented in Notes no. 25. The most significant currencies<br />
in risk management are the euro, the US dollar, the British<br />
pound and the Swedish krona. The objective of the interest rate risk<br />
policy is to minimise the negative impact of interest rate changes on<br />
the result and the financial position, and to optimise financing costs<br />
within the framework of risk limits. The effect of interest rate changes<br />
on financial costs depends on the average interest fixing time of<br />
interest bearing assets and liabilities, which is measured in the Group<br />
by duration. as duration diminishes the rise of interest rates affects<br />
more quickly the interest expenses of financial liabilities. The maturity<br />
of the loan portfolio can be influenced, e.g., by adjusting between<br />
floating-rate and fixed-rate loans and by using interest rate derivatives.<br />
The Group uses in its interest rate risk management interest<br />
rate swaps, interest rate futures and interest rate options.<br />
The average interest duration norm based on the Group’s financial<br />
policy is 6 months. The duration can, however, deviate from the<br />
hedging policy norm so that the decision of a deviation exceeding<br />
four months has to be made by the <strong>Board</strong> of directors. The average<br />
duration of loans was 9.4 (6.4) months at the end of the year. during<br />
0.6<br />
2006 2007 2008 2009 <strong>2010</strong> 2006 2007 2008 2009 <strong>2010</strong><br />
eUR/USd eUR/GBp euribor 3 months USd 3 months GBp 3 months<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0
the <strong>report</strong>ing period duration has varied between 6 and 10 months<br />
(2–7). at the end of <strong>2010</strong>, an increase of one per cent in interest rates<br />
would increase interest rate costs of the next 12 months by eUR 3.7<br />
million (3.4).<br />
The Group is exposed to a risk of change in the value of derivatives<br />
due to a change in market prices when using interest rate<br />
derivatives, since according to IaS 39 derivatives must be valued to<br />
their fair value in the balance sheet. however, the partial application<br />
of hedge accounting will balance the effects of changes in the market<br />
value of derivatives on the financial result. The Group is applying<br />
fair value hedge accounting in accordance with IaS 39 to fixed-rate<br />
loans which have been converted by interest rate and currency swaps<br />
to floating-rate financing. In addition, the Group is applying cash flow<br />
hedge accounting in accordance with IaS 39 to the major part of the<br />
interest rate swaps by which floating-rate financing has been converted<br />
to fixed-rate financing. The gross nominal volume of interest<br />
rate derivatives at the time of financial statements (including currency<br />
swap contracts) is eUR 1,304 million (1,033), of which the<br />
portion of reversed contracts is eUR 490 million (300). of the derivatives<br />
portfolio, eUR 637 million (534) is allocated to hedge accounting,<br />
and the portion of derivatives recognized in the balance sheet<br />
through profit or loss is eUR 177 million (199). The maturity of interest<br />
rate swap and currency swap contracts varies between 1–10<br />
years (1–5).<br />
Commodity risk<br />
In the hedging of commodity risks the Group applies risk management<br />
policies defined separately for each selected commodity.<br />
according to the policy, the management of commodity risks with<br />
regard to financial hedges is accomplished by <strong>Metsä</strong> Finance based<br />
on the strategy approved by <strong>Board</strong> of directors of M-real. So far the<br />
commodity hedging policy has been applied to the management of<br />
the price risks of electricity and natural gas and also transactions<br />
related to emission rights have been managed by <strong>Metsä</strong> Finance.<br />
The pulp price risk hedging policy has been adopted during <strong>2010</strong>.<br />
M-real’s target in managing the electricity price risk is to balance<br />
the effect of changes in the price of electricity on the Group’s result<br />
and financial position. The main principle is to hedge the electricity<br />
purchase exposure, which consists of the difference of factoryspecific<br />
electricity consumption estimates and power plant production<br />
shares in the possession of the Group. With regard to the Finnish<br />
and Swedish electricity procurement, the hedge strategy is<br />
implemented in cooperation with <strong>Metsä</strong>liitto energy service unit<br />
centralized through <strong>Metsä</strong> Finance. The hedges of electricity price<br />
risk in Central europe are implemented according to instructions<br />
and by <strong>Metsä</strong>liitto energy in co-operation with local production units<br />
either by physical contracts or by financial contracts through <strong>Metsä</strong><br />
Finance. M-real hedges the electricity price risk actively by setting<br />
the hedging norm at 80 per cent-, 40 per cent-, 20 per cent- and<br />
0 per cent- share of the estimated net position (80%, 50%, 30% and<br />
20%) during the first, second, third and fourth successive 12-month<br />
periods. hedge accounting in accordance with IaS 39 has been applied<br />
partially to electricity hedging. Consequently the fair value of hedges<br />
allocated to hedge accounting is entered in equity in fair value reserve<br />
and only after the realisation of electricity purchases in the income<br />
statement as an adjustment of the purchases.<br />
approximately a quarter of M-real’s mills’ purchase of fuel is<br />
based on natural gas. The hedging of natural gas price risks has<br />
been done with physical, fixed-price contracts. In Finland only the<br />
oil-related portion of the contract has been fixed. The prices of<br />
natural gas have typically been fixed to Fuel-oil and/or Gas-oil prices.<br />
In addition, the prices of gas supply to Finland have been fixed to the<br />
development of coal import price and the energy price index. The<br />
premise of natural gas price risk hedging is, however, to hedge only<br />
the oil-related part of the contract by using oil derivatives and fixedpriced<br />
physical supply contracts. The hedging strategy is based on<br />
a risk policy according to which <strong>Metsä</strong>liitto energy makes the hedging<br />
decisions with the support of <strong>Metsä</strong> Finance, and the Group <strong>Board</strong><br />
of directors makes significant strategic decisions.<br />
approximately 70 per cent of electricity hedges (70) have been<br />
carried out by using physical supply contracts and 30 per cent (30)<br />
as so-called financial hedges by using electricity derivatives. at the<br />
end of the year, about 90 per cent (90) of financial hedges have been<br />
designated to hedge accounting. all natural gas price risk hedges<br />
have so far been implemented by using physical supply contracts.<br />
according to the pulp price risk hedging policy a Group company<br />
may selectively hedge its price risk either by financial hedges through<br />
<strong>Metsä</strong> Finance or fixed-price physical contracts. hedge accounting<br />
in accordance with IaS is applied within the pulp price risk management.<br />
There are no valid price risk hedges at the end of <strong>2010</strong> within<br />
M-real Group.<br />
The volumes and fair values of derivatives used in the management<br />
of commodity risks are presented in Notes no. 29.<br />
Liquidity risk<br />
liquidity risk is defined as the risk that funds and available funding<br />
become insufficient to meet business needs, or that extra costs are<br />
incurred in arranging the necessary financing. liquidity risk is<br />
monitored by estimating the need for liquidity needs 12–24 months<br />
ahead and ensuring that the total liquidity available will cover a main<br />
part of this need. according to the financial policy, the liquidity reserve<br />
must at all times cover 80–100 per cent of the Group´s liquidity<br />
requirement for the first 12 months and 50–100 per cent of the following<br />
12–24 months liquidity requirement. The objective is that at<br />
the most 20 per cent of the Group’s loans, including committed credit<br />
facilities, are allowed to mature within the next 12 months and at<br />
least 35 per cent of the total debt must have a maturity in excess of<br />
four years. When the financial markets are functioning normally<br />
from the company’s point of view, the target is to avoid keeping extra<br />
liquidity as liquid funds and instead maintain a liquidity reserve as<br />
committed credit facilities outside the balance sheet.<br />
The cornerstone of liquidity risk management is to manage the<br />
Group’s operative decisions in such a way that targets concerning<br />
indebtedness and sufficient liquidity reserve can be secured in all<br />
economic conditions. liquidity risk is also managed by diversifying<br />
the use of capital and money markets to decrease dependency on<br />
any single financing source. The optimisation of the maturity structure<br />
of loans is also emphasized in financial decisions. during the<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
55
last years liquidity and especially the capital structure of the Group<br />
has been strengthened through the change in the ownership structure<br />
of <strong>Metsä</strong>-Botnia and other divestments.<br />
liquidity continues at a good level. The available liquidity was eUR<br />
415 million (776) at the end of the <strong>report</strong>ing period, of which eUR 7<br />
million (279) was committed credit facilities and eUR 408 million<br />
(497) liquid funds and investments. eUR 218 million of liquid assets<br />
and investments are assets deposited by other <strong>Metsä</strong>liitto Group’s<br />
businesses in M-real’s subsidiary <strong>Metsä</strong> Finance. The raising of<br />
pension loans and pension insurance arrangements have reduced<br />
the amount of committed credit facilities. In addition the Group had<br />
other interest-bearing receivables eUR 116 million (136). The Group<br />
had also at its disposal short-term, uncommitted commercial paper<br />
programmes and credit lines amounting to eUR 519 million (529).<br />
at the end of <strong>2010</strong>, the liquidity reserve covers fully the forecasted<br />
financing need of <strong>2010</strong> and also the major part of financing need of<br />
2011 and 2012. on the longer term the re-financing need is crucially<br />
affected by the cash flow development, investments and possible<br />
future divestments. 10 per cent (25) of long-term loans and committed<br />
facilities fall due in a 12 month period and 13 per cent (24) have<br />
a maturity of over four years. The average maturity of long-term<br />
loans is 2.7 years (2.4). The share of short-term financing of the<br />
Group’s interest bearing liabilities is 16 per cent (4).<br />
Counterparty risk<br />
Financial instruments carry the risk that the Group may incur losses<br />
should the counterparty be unable to meet its commitments. Such<br />
risk is managed by entering into financial transactions only with<br />
most creditworthy counterparties and within pre-determined limits.<br />
during the <strong>report</strong>ing period, credit risks of financial instruments did<br />
not result in any losses. Cash at bank and in hand, and other investments<br />
have been spread to several banks and commercial papers<br />
of several institutions. Counterparty limits have been revised during<br />
the year by taking into account the needs of the company and the<br />
view on the financial position of the used counterparties. derivatives<br />
trading is regulated by the standardised ISda contracts made with<br />
the counterparties.<br />
The Group’s sales receivables carry a counterparty risk that the<br />
Group may incur losses should the counterparty be unable to meet<br />
its commitments. Credit risk attached to sales receivables is managed<br />
on the basis of the credit risk management policies approved<br />
by operative management. accounts receivable performance is followed<br />
monthly by Corporate Risk Management Team and Corporate<br />
Credit Committee. Credit quality of customers is assessed at regular<br />
intervals based on the customers’ financial statements, payment<br />
behaviour, credit agencies and credit ratings agencies. Individual<br />
credit limits are reviewed at least annually. From time to time, as<br />
deemed necessary by management, letters of Credits, bank and<br />
parent company guarantees and Credit insurance are used to mitigate<br />
credit risk. Credit limits are approved according to credit risk<br />
management policy with approval limits of varying values across the<br />
Group. due to the ongoing challenging economic environment, credit<br />
limits have been reviewed on a more regular basis than in previous<br />
years. Customers have generally been cooperating by providing<br />
56 NoTeS To The FINaNCIal STaTeMeNT<br />
interim financial statements. The Corporate Credit Committee<br />
reviews and sets all major credit limits which are not supported by<br />
credit insurance and/ or other security.<br />
M-real implements regular impairment tests for customer<br />
accounts receivables. Credit loss impairment is booked when a customer<br />
enters legal bankruptcy, or becomes past due for more than<br />
6 months (180 days) without a valid payment plan or other valid<br />
reasons. Credit loss provisions for the year were eUR 1.6 million<br />
(2009 5.8), below the historical annual average from 2000 to 2009 of<br />
eUR 3.6 million (excluding discontinued business in Graphics, eUR<br />
1.4 million). approximately eUR 1 million of credit loss provisions<br />
made in 2009 were reversed due to payments made or dividends<br />
received from bankruptcies. The portion of overdue client receivables<br />
of all sales receivables is at the time of financial statements 8.2 per<br />
cent (8.3), of which 0.4 per cent (0.6) is overdue between 90–180 days<br />
and 0.1 per cent (0.4) over 180 days. The specification of doubtful<br />
receivables is in Notes no. 20.<br />
The geographical structure of the accounts receivable is diversified<br />
and is reflecting the external sales structure presented in the<br />
Segment information. largest sources of credit risk exist in Great<br />
Britain, Belgium, Germany, Italy and France (54 per cent of total<br />
receivables). The share of largest individual customer (individual<br />
companies or groups of companies under common ownership) credit<br />
risk exposure of M-real at the end of <strong>2010</strong> represented 19 per cent<br />
(15) of total accounts receivable. 41 per cent (42) of accounts receivable<br />
was owed by ten largest customer groups (individual companies<br />
or groups of companies under common ownership).<br />
The improvement in customer payment behaviour that begun in<br />
the 4th quarter of 2009, continued in <strong>2010</strong> and was at an acceptable<br />
level throughout the year. The decline in credit insurance credit<br />
limits first <strong>report</strong>ed in 2008 and which continued to worsen in 2009<br />
was reversed from the second quarter of <strong>2010</strong> as the insurers recognised<br />
that many of their earlier assessments in forest products<br />
related manufacturing and distribution had been incorrect. at the<br />
end of <strong>2010</strong>, more than 95 per cent of M-real’s trade receivables (64)<br />
were again covered by credit insurance limits (excluding energy).<br />
M-real’s internal analysis of the real risk of customer solvency continued<br />
to support the reinstatement of credit insurance to allow sales<br />
while controlling credit risk where credit insurance was not granted.<br />
Managing the capital<br />
Terms capital and capital structure are used to describe investments<br />
made in the company by its owners and retained earnings (together<br />
equity) and debt capital (liabilities) as well as the relation between<br />
them. In managing its capital structure, the Group aims at maintaining<br />
an efficient capital structure that ensures the Group’s operational<br />
conditions in financial and capital markets in all circumstances<br />
despite the fluctuations typical to the sector. The company has a<br />
credit rating for its long-term financing. Certain central target values,<br />
which correspond to standard requirements set by financing and<br />
capital markets, have been defined for the capital structure. No<br />
target level has been defined for the credit rating. The Group’s<br />
capital structure is regularly assessed by the Group’s <strong>Board</strong> of directors<br />
and its audit Committee. The Group monitors the development
of its capital structure through a key ratio that describes net gearing.<br />
The objective of the Group is to maintain its net gearing ratio below<br />
the level of 100 per cent on average over the trade cycle.<br />
The key ratios describing the capital structure and the capital<br />
amounts used for the calculation of the key ratio were on 31.12.<strong>2010</strong><br />
and 31.12.2009 the following:<br />
<strong>2010</strong> 2009<br />
Net gearing ratio, % 83 84<br />
Interest-bearing borrowings 1,350 1,410<br />
./. liquid funds 408 497<br />
./. Interest-bearing current receivables 115 136<br />
827 777<br />
equity attributable to shareholders of parent company<br />
994 916<br />
+ Non-controlling interest 5 8<br />
999 924<br />
In the company’s certain loan contracts a minimum limit of 30 per<br />
cent has been set for the Group’s equity ratio and a maximum limit<br />
of 120 per cent for the Group’s net gearing ratio. With regard to<br />
defining the equity, the calculation formula of key ratios as defined<br />
in the loan contracts deviates from the calculation formulas presented<br />
in the annual Report. This is due to the fact that in loan contracts<br />
business value and deferred tax liabilities are taken into account<br />
when calculating the key ratio. also the formula for calculating net<br />
gearing in the loan contracts deviates from the formula presented<br />
in the annual <strong>report</strong>. This is caused by a eUR 300 million nonrecurring<br />
write-off exclusion in the calculation of the key ratio. other<br />
covenants in the Group’s loan agreements are customary terms and<br />
conditions including for example a negative pledge, restrictions on<br />
major asset disposals, limitations on subsidiary indebtedness, restrictions<br />
on changes of business and mandatory prepayment obligations<br />
upon a change of control of the Group. The Group has been in compliance<br />
with its covenants during the accounting periods <strong>2010</strong> and<br />
2009.<br />
The capital structure’s key ratios calculated according to what is<br />
specified in the loan contracts were on 31.12.<strong>2010</strong> and 31.12.2009<br />
approximately the following:<br />
<strong>2010</strong> 2009<br />
equity ratio, % 38 35<br />
Net gearing ratio, % 64 63<br />
In case the company could not meet its obligations as defined by the<br />
above mentioned key ratios and in order to avoid a breach of contract<br />
that could have and adverse effect on the company’s financial position,<br />
it would need to renegotiate its financial arrangements, payback<br />
its loans or get its debtors to give up their claims to meet these<br />
obligations.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
57
Hedging of foreign exchange transaction exposure 31 Dec. <strong>2010</strong><br />
Currency breakdown for loans Foreign currency breakdown<br />
for currency exposure<br />
58 NoTeS To The FINaNCIal STaTeMeNT<br />
eUR 91%<br />
USd 8%<br />
others 1%<br />
annual transaction exposure<br />
USd GBp SeK NoK dKK aUd<br />
Transaction exposure, net (mill. currency units) 567 239 -3,237 183 195 51<br />
Transaction exposure,net (eUR million) 427 278 -359 23 26 39 16 -1 1,170 952<br />
Transaction exposure hedging (eUR million) -162 -113 164 -6 -6 -14 -4 0 -469 -388<br />
hedging at the end of the year (months) 4.5 4.9 5.5 2.8 2.9 4.3 3.2 2.2 4.8 4.9<br />
average hedging in <strong>2010</strong> (months) 5.2 4.6 5.4 3.8 2.7 4.1 3.2 2.4 4.9 4.3<br />
Hedging of net investments in a foreign entity 31 Dec. <strong>2010</strong><br />
USd 37%<br />
GBp 24%<br />
SeK 31%<br />
aUd 3%<br />
NoK 2%<br />
others 3%<br />
equity exposure<br />
other<br />
long<br />
other<br />
short<br />
GBp SeK other<br />
equity exposure (mill. currency units) 7 2,931<br />
equity exposure (eUR million) 8 327 13 348 263<br />
equity hedging (eUR million) -8 -236 0 -244 -259<br />
hedging at the end of the year, (%) 100 72 0 70 99<br />
average hedging in <strong>2010</strong>, (%) 97 79 34 79 93<br />
Interest rate risk/duration and re-pricing structure of loans (incl. Interest rate derivatives)<br />
31.12.<strong>2010</strong> 31.12.2009<br />
Re-pricing structure of interest rates of loans<br />
loan amount<br />
(eUR million)<br />
duration<br />
(months)<br />
average<br />
interest rate<br />
(%)<br />
Interest rate<br />
sensitivity *)<br />
(eUR million)<br />
1–4/2011 5–8/2011 9–12/2011 2012 2013 2014 –>2014<br />
loan amount<br />
(eUR million)<br />
duration<br />
(months)<br />
<strong>2010</strong><br />
Total<br />
<strong>2010</strong><br />
Total<br />
average<br />
interest rate<br />
(%)<br />
1,350 9.4 5.1 3.7 850 204 60 27 31 130 48 1,410 6.4 6.0 3.4<br />
*) Interest rate sensitivity is an estimate of the effect of an interest rate change of one percent in one direction on net interest cost based on year end exposure<br />
2009<br />
Total<br />
2009<br />
Total<br />
Interest rate<br />
sensitivity *)<br />
(eUR million)<br />
Hedging of electricity price risk exposure<br />
31.12.<strong>2010</strong> 31.12.2009<br />
GWh GWh<br />
electricity exposure, net 2011 1,160 1,110<br />
electricity hedging 2011 985 991<br />
hedging at the end of the year (%) 85 89<br />
electricity price risk is hedged based on defined risk management policy on a time horizon of four years either by physical contracts or by financial contracts.<br />
The table is applying only to the hedging of electricity price risk of the following year. The net electricity exposure has been calculated by taking into account<br />
the own and associated companies´ electricity production.
Market risk sensitivity at 31 Dec. <strong>2010</strong> 31.12.<strong>2010</strong> Impact on equity exposure and annual transaction exposure 31.12.<strong>2010</strong><br />
eUR million<br />
Impact on<br />
financial<br />
assets and<br />
liabilities<br />
Impact on<br />
net equity<br />
of foreign entities<br />
Impact on<br />
net equity of<br />
foreign entities<br />
incl. hedging<br />
Impact on<br />
annual<br />
transaction<br />
exposure<br />
(cash flow)<br />
Impact on annual<br />
transaction<br />
exposure<br />
(cash flow)<br />
incl. hedging<br />
Interest rate risk (100 bp rise in interest rates)<br />
effect on profit 1.1 -3.7 -2.5<br />
effect on other change in equity 0.2<br />
Commodity risk (electricity price + 20%)<br />
effect on profit 0.4 -6.0 1.6<br />
effect on other change in equity 7.2<br />
FX risk (USD - 10%)<br />
effect on profit 5.2 -42.4 -26.3<br />
effect on other change in equity 4.7<br />
FX risk (GBP - 10%)<br />
effect on profit -0.4 -27.8 -16.5<br />
effect on other change in equity 7.7 -0.8<br />
FX risk (SEK - 10%)<br />
effect on profit -1.8 36.1 19.7<br />
effect on other change in equity 14.2 -32.7 -9.1<br />
Market risk sensitivity at 31 Dec. 2009 31.12.2009 Impact on equity exposure and annual transaction exposure 31.12.2009<br />
eUR million<br />
Impact on<br />
financial<br />
assets and<br />
liabilities<br />
Impact on<br />
net equity<br />
of foreign entities<br />
Impact on<br />
net equity of<br />
foreign entities<br />
incl. hedging<br />
Impact on<br />
annual<br />
transaction<br />
exposure<br />
(cash flow)<br />
Impact on annual<br />
transaction<br />
exposure<br />
(cash flow)<br />
incl. hedging<br />
Interest rate risk (100 bp rise in interest rates)<br />
effect on profit 1.1 -3.4 -1.9<br />
effect on other change in equity<br />
Commodity risk (electricity price + 20%)<br />
0.5<br />
effect on profit 0.3 -3.6 3.8<br />
effect on other change in equity<br />
FX risk (USD - 10%)<br />
7.1<br />
effect on profit 9.0 -31.0 -12.4<br />
effect on other change in equity<br />
FX risk (GBP - 10%)<br />
4.5<br />
effect on profit -3.5 -22.0 -17.5<br />
effect on other change in equity<br />
FX risk (SEK - 10%)<br />
3.6 -1.0<br />
effect on profit 2.6 31.9 19.5<br />
effect on other change in equity 15.3 -24.8<br />
Items with + sign = positive effect = increase of assets / decrease of liabilities / increase of cash flow<br />
Items with – sign = negative effect = decrease of assets / increase of liabilities / decrease of cash flow<br />
IFRS 7 requires an entity to disclose a sensitivity analysis for each type of<br />
market risk to which the entity is exposed at the <strong>report</strong>ing date, showing how<br />
profit or loss and equity would have been affected by changes in the relevant<br />
risk variable that were reasonably possible at that date. The Group has recognized<br />
interest rates, electricity prices and foreign exchange rates as its<br />
key market risks and has set 1 per cent interest rate rise, 20 per cent rise in<br />
electricity price and 10 per cent weakening of USd, GBp and SeK as reasonably<br />
possible risk variables. These currencies represent about 80 per cent<br />
of Group’s annual transaction exposure. The nature of the market price risk<br />
is relatively linear so that the size of effects of opposite market price changes<br />
do not essentially differ from the presented figures.<br />
The scenarios have been calculated by using regular principles of calculating<br />
market values of financial instruments described in the Group accounting<br />
policies. Figures at the <strong>report</strong>ing date reflect quite well the average<br />
market risk conditions throughout the <strong>report</strong>ing period. additionally, the<br />
Group is presenting figures describing the effects of the risk variables to its<br />
equity exposure and annual transaction exposure (cash flow) to present a<br />
broader picture about market risks of interest rates, electricity prices and<br />
foreign exchange rates. annual cash flows are based on estimates, but not<br />
existing commercial contracts. The impact on net equity has reduced due to<br />
sale of Botnia´s operations in Uruguay. Including equity hedging the impact<br />
is minor. The weakening of USd and GBp has a negative impact on annual<br />
cash flow and the weakening of SeK has a positive impact. hedges reduce<br />
this impact depending on hedging strategy. The rise of electricity price has<br />
a negative impact on cash flow. as according to hedging policy the electricity<br />
price risk of the nearest year has mostly been hedged, the impact including<br />
hedges remains minor. When the cash flow of the nearest year and all electricity<br />
hedges have been taken into account, the calculatory impact is slightly<br />
positive.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
59
4 Segment information<br />
The Corporate Management Team is the chief operational decisionmaker.<br />
The Corporate Management Team has determined that the<br />
operating segments are based on the <strong>report</strong>s used by the management<br />
team in strategic decision-making. The Corporate Management<br />
Team monitors the business operations based on the operating segments.<br />
The sales of the <strong>report</strong>ing segments are mainly generated<br />
by sales of board and paper, but the sales of the Market pulp and<br />
energy operating segment includes sales of pulp to external customers<br />
and sales of energy from the pulp mills and through energy<br />
companies owned by M-real.<br />
The accounting principles for the segment information are equal<br />
to those of the Group. all inter-segment sales are based on market<br />
prices and eliminated in consolidation.<br />
The <strong>report</strong>ing result is operating result. Segment assets and<br />
liabilities are capital items directly used by the segments in their<br />
business operations or items that based on reasonable ground can<br />
be allocated to the segments. The goodwill arising from business<br />
combination have been allocated to the operating segments based<br />
on matching principle. Unallocated capital items consist of tax and<br />
financial items and other common group items. Investments consist<br />
of additions of tangible and intangible assets used over a longer<br />
period than one year and acquisition of shares.<br />
Reportable segments<br />
Consumer packaging<br />
office papers<br />
Speciality papers<br />
Market pulp and energy<br />
other operation<br />
The Group has not aggregated segments when identifying the <strong>report</strong>able<br />
segments.<br />
Segment sales from external customers by geographical area<br />
are based on the geographical location of the customer and segment<br />
assets and capital expenditure by geographical location of the assets.<br />
60 NoTeS To The FINaNCIal STaTeMeNT<br />
Consumer Packaging business area is an innovative supplier of<br />
high-performance primary fibre-based paperboards, speciality<br />
papers and related packaging services. It serves carton printers,<br />
converters, brand owners and merchants for end-uses such as<br />
beautycare, cigarettes, consumer durables, foods, healthcare, graphics<br />
and wallcoverings.<br />
Office Papers business area is one of the european leading office<br />
paper producers. It produces, markets and sells a range of high<br />
quality uncoated fine papers for use in offices and homes. office<br />
papers’ products are used for printing and copying, as well as for<br />
forms, envelopes, manuals and various business communications.<br />
Speciality Papers business area is a leading european speciality<br />
paper producer. The core of the business is formed by the Zanders<br />
mills, Reflex and Gohrmühle, in Germany. M-real’s speciality papers<br />
are used e.g. for brochures, direct mail, annual <strong>report</strong>s, catalogues,<br />
art books, posters, calendars and labels. The costumers are printers,<br />
publishers, advertising agencies and paper merchants.<br />
Market Pulp and Energy <strong>report</strong>ing unit includes mainly pulp sales<br />
to external parties. additionally, a minor part of the entity consists<br />
of energy sales from the pulp mills or through M-real energy holdings.<br />
Other operation includes head office, Sales net-operation, Group<br />
IT services and hedge accounting of sales revenue.<br />
Sales by operating segment<br />
<strong>2010</strong> 2009<br />
eUR million external Internal Total external Internal Total<br />
Consumer packaging 1,174 1 1,175 968 0 968<br />
office papers 658 0 658 542 1 543<br />
Speciality papers 302 1 303 352 0 352<br />
Market pulp and energy 434 0 434 508 0 508<br />
other operations 37 161 198 62 127 189<br />
elimination -163 -163 -128 -128<br />
Continuing operations 2,605 2,605 2,432 2,432
Operating result and return on capital employed by operating segment<br />
<strong>2010</strong> 2009<br />
Return on<br />
Return on<br />
operating<br />
capital operating<br />
capital<br />
eUR million<br />
result<br />
employed, % result<br />
employed, %<br />
Consumer packaging 135 19.4 51 6.9<br />
office papers 14 2.8 -104 -21.1<br />
Speciality papers -54 -49.1 -151 -55.8<br />
Market pulp and energy 36 6.0 -91 -12.2<br />
other operations 15 28<br />
Continuing operations, total 146 5.7 -267 -8.9<br />
Share of results from associated companies -24 -16<br />
Finance costs, net -74 -75<br />
Income taxes -21 27<br />
discontinued operations 0 -23<br />
Result for the period 27 -354<br />
other operations include in <strong>2010</strong> gain of disposal of Sappi ltd’s shares eUR<br />
8 million and eUR 6 million gain from patents sold to Sappi ltd. Speciality<br />
papers include eUR 7 million gain related to partial divestment of Reflex mill<br />
to <strong>Metsä</strong> Tissue and office papers include some eUR 7 million gain related<br />
to electricity cerficates disposed.<br />
Speciality papers include eUR 8 million cost provision connected with the<br />
restructuring of M-real Zanders and partial divestment of the Reflex mill to<br />
<strong>Metsä</strong> Tissue. Market pulp and energy include eUR 4 million additional cost<br />
provision relating to the closure of alizay pulp. other operations include eUR<br />
10 million gain related to reversal of provision in connection with IT arrangement.<br />
M-real’s joint venture <strong>Metsä</strong>-Botnia sold in december 2009 its Uruguay<br />
business to UpM-Kymmene oyj. M-real’s share (30%) of the gain on sale was<br />
Assets, liabilities and goodwill by operating segment<br />
assets liabilities Goodwill<br />
eUR million <strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Consumer packaging 911 833 200 157 5 5<br />
office papers 679 552 122 121 8 8<br />
Speciality papers 183 255 119 121<br />
Market pulp and energy 691 644 61 77<br />
other operations 342 546 185 252<br />
elimination -46 -119 -46 -119<br />
Unallocated 357 421 1,477 1,599<br />
Total 3,117 3,132 2,118 2,208 13 13<br />
Capital expenditure, depreciation and impairment charges by operating segment<br />
Capital expenditure depreciation Impairment charges<br />
eUR million <strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Consumer packaging 25 11 54 77 11 12<br />
office papers 20 22 38 58 -9 47<br />
Speciality papers 6 11 11 20 25 66<br />
Market pulp and energy 14 19 26 38 15 32<br />
other operations 1 10 3 6 -8 0<br />
Total 66 73 132 199 34 157<br />
assets and liabilities of segments have been changed according to the renewed allocation of <strong>Metsä</strong>-Botnia.<br />
Segment assets include goodwill, other intangible assets, tangible assets,<br />
biological assets, investments in associated companies, inventories, accounts<br />
receivables and prepayments and accrued income (excl. interest and income<br />
tax items) Segment liabilities include non-interest-bearing liabilities (excl.<br />
interest and income tax items).<br />
some eUR 76 million, which was recorded in other operations´operating<br />
result. eUR 7 million of hedging gain was also recognised as income. at the<br />
same time <strong>Metsä</strong>-Botnia disposed 77 per cent of its shares in pohjolan Voima<br />
oy. Market pulp and energy´s 2009 operating profit includes M-real’s share<br />
(30%) of realised fair value and capital gain of the deal, eUR 18 million.<br />
Market pulp and energy included in 2009 eUR 14 million connected to<br />
the plan to permanently close down the alizay pulp mill and eUR 4 million<br />
associated with the closure of the <strong>Metsä</strong>-Botnia Kaskinen mill. office papers<br />
include eUR 9 million related to profit improvement measures at the husum<br />
mill. Speciality papers include eUR 8 million related to profit improvement<br />
programme at the Zanders’ Reflex mill. other oparations include eUR 12<br />
million cost provision associated with the terminated IT contract.<br />
Capital employed is segment assets less segment liabilities. The formula<br />
for calculation of return on capital employed: Segment: operating profit/<br />
Capital employed (average) *100. Group: profit from continuing operations<br />
before tax + interest expenses, net exchange gains/losses and other financial<br />
expenses/Total assets ./. non-interest-bearing liabilities (average)*100.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
61
In the following tables are presentented information of sales, assets and investments by geographical areas.<br />
Geographical segments<br />
external sales by<br />
Total non-current<br />
Capital expenditure<br />
destination<br />
assets by country<br />
by country<br />
eUR million <strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Germany 445 410 71 103 4 5<br />
Belgium 264 226 0 0<br />
Great Britain 233 218 0 0 1<br />
Finland 212 263 1,212 1,218 31 23<br />
France 146 153 20 21 4 11<br />
Italy 132 99 0 0<br />
Russia 90 94 0 0<br />
Switzerland 88 70 0 0<br />
austria 77 55 69 91 4 5<br />
The Netherlands 73 90 0 0<br />
Sweden 69 63 366 326 23 15<br />
Spain 65 56 0 0<br />
poland 52 35 0 0<br />
other europe 191 197 1 0<br />
USa 114 103 0 0<br />
Uruguay 0 4 0 0 13<br />
asia 255 152 0 0<br />
other countries 99 144 0 0<br />
Total 2,605 2,432 1,739 1,759 66 73<br />
Non-current assets include other assets but derivatives, deferred tax receivables and assets related to defined benefit pension plans.<br />
Personnel at year end by country<br />
<strong>2010</strong> 2009<br />
Finland 1,783 1,824<br />
Germany 1,073 1,228<br />
Sweden 891 980<br />
France 353 396<br />
austria 197 203<br />
Great Britain 45 44<br />
The Netherlands 22 45<br />
other countries 174 380<br />
Group total 4,538 4,903<br />
62 NoTeS To The FINaNCIal STaTeMeNT<br />
Personnel by business segment, average<br />
<strong>2010</strong> 2009<br />
Consumer packaging 1,512 1,517<br />
office papers 1,264 1,424<br />
Speciality papers 1,138 1,550<br />
Market pulp and energy 301 271<br />
<strong>Metsä</strong>-Botnia - 501<br />
other operations 557 650<br />
Group total 4,772 5,913<br />
Market pulp and energy’s personnel include in <strong>2010</strong> personnel at hallein<br />
pulp mill and personnel at Kaskinen pulp mill. 2009’s figures have been<br />
restated respectively. personnel average in 2009 include M-real’s share 30<br />
per cent of <strong>Metsä</strong>-Botnia’s personnel.<br />
Group’s income from one customer exceeded to some eUR 540 (536)<br />
million or some 21 (22 ) per cent of total sales. The sales included in Market<br />
pulp and energy, office paper, Consumer packaging, Speciality paper segments<br />
and other operations.
5 disposed and discontinued operations<br />
There were no acquisitions or disposals during <strong>2010</strong>. M-real disposed in<br />
december 2008 the Graphic papers businesses for eUR 750 million. Graphic<br />
papers business has been accounted as a discontinued operations and it´s<br />
post-tax profit and loss on disposal have been recognised as a separate item<br />
after continued operations. during <strong>2010</strong> the net costs in discontinued operations<br />
related sold Graphic papers-business were eUR 0 million, some eUR<br />
+ 2 million related to IT arrangements and some eUR - 2 million related to<br />
logistics arrangements.<br />
In 2009 the adjustment on the selling price and other items had a negative<br />
effect of eUR 26 million on the result of discontinued operations.<br />
Discontinued operations, result<br />
<strong>2010</strong> 2009<br />
Graphic papers<br />
adjustment on the selling price and other items 0 -23<br />
Income statement, total 0 -23<br />
6 other operating income<br />
eUR million <strong>2010</strong> 2009<br />
Gains on disposal 32 143<br />
Rental income 3 3<br />
Service revenue 26 37<br />
Government grants 17 22<br />
other allowances and subsidies 2 2<br />
other operating income 28 45<br />
Total 108 252<br />
The most signifigant gains on disposals were the gain of eUR 8 million of<br />
shares in Sappi ltd, some eUR 6 million gain related to patents sold to Sappi,<br />
eUR 7 million profit on sale in Speciality papers related to partial divestment<br />
of Reflex mill and some 7 million in office papers in husum related to electricity<br />
cerficates disposed.<br />
In 2009 M-real’s joint venture <strong>Metsä</strong>-Botnia disposed its Uruguay business.<br />
M-real’s share of gain on sale was eUR 83 million. at the same time<br />
<strong>Metsä</strong>-Botnia’s ownership was restructured, in which M-real’s ownership<br />
rose from 30 percent to 33 per cent. M-real sold three per cent to its parent<br />
company <strong>Metsä</strong>liitto and recorded some eUR 33 million profit on sale. In<br />
addition <strong>Metsä</strong>-Botnia sold 77 per cent of its shares in pohjolan Voima oy.<br />
M-real recorded 30 per cent share of the profit or eUR 18 million.<br />
7 operating expenses<br />
eUR million <strong>2010</strong> 2009<br />
Change in stocks of finished goods and<br />
work in progress 34 -71<br />
Materials and services<br />
purchases during the financial period 1,685 1,377<br />
Change in inventories -18 24<br />
logistics expenses 278 299<br />
external services 77 101<br />
2,022 1,801<br />
Employee costs<br />
Wages and salaries 209 254<br />
Social security costs<br />
pension costs<br />
defined contribution plans 4 0<br />
defined benefit plans 20 23<br />
other employee costs 79 129<br />
103 152<br />
employee costs, total 312 406<br />
Share of profit from associated companies<br />
Share of <strong>Metsä</strong>-Botnia’s net result 78 2<br />
Other operating expenses<br />
Rents 12 17<br />
purchased services 96 107<br />
other operating expenses 71 195<br />
Total 179 319<br />
external services include production related services and logistics expenses<br />
of sold products. In 2009 logistics expenses of sold products were partly<br />
showed in other operating expenses. 2009’s figures have been restated to<br />
match new grouping. other operatin expenses include among others other<br />
than production related services, energy costs, real estate costs and administration<br />
costs.<br />
The research and development costs in continuing operations during the<br />
financial period <strong>2010</strong> were eUR 5 million and in 2009 eUR 7 million.<br />
Main auditors fees<br />
The fees paid to pricewaterhouseCoopers are shown in the table below. The<br />
audit fees are paid for the audit of the annual and quarterly financial statements<br />
for the group <strong>report</strong>ing purposes as well as the audit of the local<br />
statutory financial statements. Tax consultancy fees are the fees paid for tax<br />
consultancy services and the like.<br />
eUR million <strong>2010</strong> 2009<br />
audit fees 1 1<br />
Tax consultancy 0 0<br />
other fees 0 1<br />
Total 1 2<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
63
The remuneration paid to the members of the <strong>Board</strong> of Directors and<br />
the Corporate Management Team<br />
The remuneration paid to the members of the <strong>Board</strong> of directors and shareholding.<br />
64 NoTeS To The FINaNCIal STaTeMeNT<br />
Shareholding<br />
<strong>2010</strong><br />
eUR<br />
2009<br />
eUR<br />
Kari Jordan<br />
Chairman - 86,616.49 32,125<br />
Martti asunta<br />
Vice chairman 23,900 73,514.04 28,625<br />
Mikael aminoff 22,095 55,299.34 -<br />
Kirsi Komi 9,400 56,299.34 -<br />
Kai Korhonen 126,860 59,799.34 75,905<br />
liisa leino 96,715 59,299.34 56,305<br />
Juha Niemelä 96,715 59,799.34 79,405<br />
antti Tanskanen 96,715 58,799.34 76,905<br />
erkki Varis 54,800 59,299.34 57,805<br />
Total 527,200 568,725.91 407,075<br />
Former members of the <strong>Board</strong><br />
heikki asunmaa - 18,100<br />
erkki Karmila 3,000.00 77,905<br />
Rainer lillandt 3,500.00 25,100<br />
arimo Uusitalo - 1,500<br />
6,500.00 122,605<br />
Total 575,225.91 529,680<br />
M-real’s annual General Meeting held on 12 March 2009 decided that one<br />
half of the remuneration will be paid in cash while the other half is paid in<br />
the company’s B-series shares to be acquired from the stock exchange<br />
between 16 and 20 March 2009. <strong>Board</strong> members Kari Jordan, Martti asunta<br />
and Runar lillandt, who all receive remuneration from largest shareholder<br />
<strong>Metsä</strong>liitto Cooperative, renounced their right to the annual remuneration.<br />
Salaries and emoluments paid to The Corporate Management Team were<br />
eUR 3,406,419.41 (2009 eUR 2,655,301.27). Ceo Mikko helander’s salary<br />
including benefits was 1,429,370.95 (eUR 756,261.28).<br />
according to the M-real’s pay scheme, executives can be paid a performance-related<br />
reward amounting to not more than 6 months’ salary. In addition<br />
to salaries and bonuses they are also entitled to participate in the<br />
company´s share based incentive program. Currently 9 executives are<br />
included in the program. The expenses recognised for share based payments<br />
were eUR 0.2 million (2009 none) (note 35).<br />
Chairman of the <strong>Board</strong> Kari Jordan and Ceo Mikko helander are taking<br />
part in the shareholding system of <strong>Metsä</strong>liitto Group’s executive Management<br />
via <strong>Metsä</strong>liitto Management oy (Note 35). The number of M-real’s B-shares<br />
allocated via <strong>Metsä</strong>liitto Management oy to Chairman of the <strong>Board</strong> Kari<br />
Jordan is 1,763,867 and to Ceo Mikko helander is 881,933. other members<br />
of The Corporate Management Team own 62,959 M-real’s shares.<br />
Pension commitments to management<br />
The Ceo of the parent company has the right to retire on a pension at the<br />
age of 62 years. The cost of lowering the retirement age or supplementing<br />
statutory pension security are generally covered by voluntary pension insurance.<br />
The expenses of the Management Team member´s defined pension<br />
plans were eUR 0.3 million (2009 eUR 0.1 million) and the expenses of their<br />
defined contribution plans were eUR 0.6 million (eUR 0.6 million). The Group<br />
has no off balance sheet pension liabilities on behalf of management.<br />
When the service contract of the Ceo is terminated by the <strong>Board</strong>, the Ceo<br />
is entitled to receive discharge compensation equal to his 18-month salary.<br />
In addition, in case the Company or its business is divested, the Ceo is entitled<br />
to resign from his assignment against discharge compensation equal to<br />
his 24-month salary. The period of notice is six months. The period of notice<br />
for other members of The Corporate Management Team is six months. For<br />
other members of The Corporate Management Team, the period of additional<br />
severance compensation varies from six to eighteen months in case of severance<br />
due to other reasons than member related<br />
The parent company has no commitments on behalf of persons belonging<br />
to the above-mentioned bodies or those who have previously belonged<br />
to them. at 31 december <strong>2010</strong>, the Company´s Ceo, the deputy Ceo or the<br />
members of the <strong>Board</strong> had no loans outstanding from the Company or its<br />
subsidiares.
8 depreciation, amortization and<br />
impairment charges<br />
eUR million <strong>2010</strong> 2009<br />
Depreciation<br />
other intangible assets 7 10<br />
Buildings 22 31<br />
Machinery and equipment 100 155<br />
other tangible assets 3 3<br />
Total 132 199<br />
Impairment charges<br />
Goodwill 33<br />
other intagible assets 1<br />
Buildings 36 36<br />
Machinery and equipment -3 85<br />
other tangible assets 1 2<br />
Total 34 157<br />
depreciation and impairment charges, total 166 356<br />
Goodwill impairments by segment<br />
Speciality papers 33<br />
Total 33<br />
Other Impairments by segment<br />
Consumer packaging 11 12<br />
office papers -9 47<br />
Speciality papers 25 33<br />
Market pulp and energy 15 32<br />
other operations -8<br />
Total 34 124<br />
Impairment charges made at closure of Kangas’ paper machine 2 were partly<br />
reversed (eUR 8 million) in June based on sales agreement of paper machine<br />
2. Impairment charges made in M-real Zanders’ Reflex paper mill were<br />
reversed (eUR 3 million) based on agreement to sell the mill partly to <strong>Metsä</strong><br />
Tissue in September.<br />
In december some eUR 9 million reversal of impairment charge in office<br />
papers and some eUR 28 million impairment charge in Speciality papers<br />
were recognised because of impairment test. In addition in december an<br />
impairment charge of eUR 15 million was recognised in Market pulp and<br />
energy due to fact that some buildings were retired from active use permanently<br />
and an impairment charge of some eUR 11 was recognised in Consumer<br />
packaging related to closure of paper machine in Simpele.<br />
due to impairment test in 2009 impairment charges of eUR 113 million<br />
were recognised, eUR 33 million on goodwill in Speciality papers and eUR<br />
80 million other impairment, of which eUR 33 million in Speciality papers’<br />
Zanders paper mill in Germany and eUR eUR 47 million in office papers’<br />
alizay paper mill in France. In 2009 testing all accumulated utility values are<br />
based on the cash flow against the asset or CGU.<br />
In 2009 in alizay pulp mill an impairment of eUR 28 million was recognised<br />
related to the planned permanent closure of alizay pulp mill. In <strong>Metsä</strong>-<br />
Botnia’s Kaskinen mill an impairment of eUR 16 million was recognised<br />
related to the closure of the mill based on M-real’s 30 per cent share. of<br />
these, eUR 12 million was recognised in Consumer packaging and eUR 32<br />
million in Market pulp and energy.<br />
Impairment of Assets<br />
M-real carries out a full impairment test at least once a year, during the last<br />
quarter based on the situation of 30 September. In addition, a sensitivity<br />
analysis is made each quarter. Should the sensitivity analysis indicate impairment,<br />
a full test will be initiated. The audit Committee reviews the sensitivity<br />
analyses or impairment testing results quarterly.<br />
Testing principles<br />
The accounting values of asset items or cash generating units are evaluated<br />
for possible value depreciation. Cash generating units are <strong>report</strong>ing segments<br />
or smaller units to which a utility value can be defined to. In <strong>2010</strong> the cash<br />
generating units are the same as in 2009 testing, except for Simpele paper.<br />
The paper machine in Simpele was closed down in december <strong>2010</strong>. If there<br />
are indications of value depreciation of an asset item or cash-generating<br />
unit, or if the unit’s accounting value includes or it has been allocated goodwill,<br />
it is evaluated how much money the asset item or CGU can accumulate.<br />
The sum that can be accumulated is the utility value based on the cash flow<br />
against the asset item or CGU, or its net sales price. In <strong>2010</strong> testing all accumulated<br />
utility values are based on the cash flow against the asset or CGU,<br />
except for Myllykoski paper, which is tested based on its net sales price.<br />
The cash flow that the CGUs under testing can accumulate is based on<br />
five-year forecasts and the evenly-growing cash flows that follows them.<br />
The essential testing assumptions are M-real management’s estimates<br />
and projections as well as 3rd party forecasts.The key factors affecting the<br />
projections are development of average paper and board prices, delivery<br />
volumes, foreign exchange rates, and capacity utilisation rates, cost development<br />
of key raw materials such as wood, pulp,chemicals and energy, the<br />
development of personnel costs and other fixed costs as well as the discount<br />
rate. The key factors are similar to those used in 2009 testing. Furthermore<br />
the realisation of savings and efficiency improvement measures as well as<br />
decided renewal investments have a significant impact on projected cash<br />
flows.<br />
M-real’s share of the cash flow and accounting value of <strong>Metsä</strong>-Botnia are<br />
allocated to CGUs in the proportion of their pulp purchases.<br />
For the situation on 30 September <strong>2010</strong> and for previous goodwill impairment<br />
tests the cash flows consequent to the 5-year projected cash flows are<br />
based on a 2 per cent fixed annual growth rate. average values for the key<br />
assumptions (price, volume, variable costs) during the projection period have<br />
been used as initial point for the cash flows following the forecast period.<br />
The fixed costs are based on the projected costs for the fifth year.<br />
The discount rate used is M-real’s Weighted average Cost of Capital<br />
(WaCC). When calculating WaCC the cost of debt takes into account market<br />
based view on M-real’s risk premium. Both the cash flows and the discount<br />
rate are calculated after tax, which means that the established discounted<br />
cash flows and utility values are before tax as set out in IaS 36. For testing<br />
carried out concerning situation 30 September <strong>2010</strong>, the WaCC after taxes<br />
was 6.25 per cent (2009: 7.83%) and for Botnia 6.08 per cent (6.67%). Management’s<br />
view is that the risk factors regarding future cash flows do not<br />
differ materially from one CGU to another.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
65
The goodwill impairment test results are evaluated by comparing the<br />
recoverable amount (V) with the carrying amount of the CGU (B) as follows:<br />
Ratio<br />
V < B<br />
V 0–5% > B<br />
V 5–10% > B<br />
V 10–15% > B<br />
V 15–20% > B<br />
V 20–50% > B<br />
V 50% > B<br />
The most important CGUs of M-real Group, the goodwill allocated to them<br />
as of 31 december <strong>2010</strong> as well as their testing result as of 30 September<br />
<strong>2010</strong>:<br />
Cash Generating Unit<br />
Goodwill<br />
(eUR million) Test result (V-B)/B<br />
Folding boxboard mills 1) 15 over 50%<br />
Kemiart liners 1) 11 over 50%<br />
Kyro paper 1) 1 20–50%<br />
husum pM6 & pM7 8 over 50%<br />
alizay 1) 1 0–5%,<br />
husum pM8 & Äänekoski paper 1) 3 over 50%<br />
Zanders 0
9 Financial income and expenses<br />
eUR million <strong>2010</strong> 2009<br />
Exchange differences<br />
Commercial items 2 1<br />
hedging/hedge accounting not applied -7 3<br />
The ineffectiveness from hedges of<br />
net investment in foreign operations -3 0<br />
other items -1 1<br />
Total -9 5<br />
Other financial income<br />
Interest income on loans, other receivables<br />
and cash and cash equivalents 12 25<br />
dividend income 0 0<br />
12 25<br />
Valuation of financial assets and liabilities<br />
Gains and losses on financial assets or liabilities at<br />
fair value through profit or loss (held for trading) 0 1<br />
Impairment charges from financial assets 0 -30<br />
Impairment charges from financial liabilities 0 31<br />
Gains and losses on derivatives/hedge accounting<br />
not applied -2 3<br />
Gains and losses on hedging instrument in fair<br />
value hedges 6 13<br />
Fair value adjustments of hedged item in fair value<br />
hedges -5 -6<br />
Total -1 12<br />
Interest expenses from financial liabilities carried at<br />
amortized cost using the effective interest method -74 -109<br />
other financial expenses -2 -8<br />
Interest and other financial expenses, total -76 -80<br />
Valuation of financial assets and liabilities and<br />
interest and other financial expenses, total -77 -105<br />
M-real repurchased in 2009 from the market its own senior floating rate<br />
notes in the total par value of eUR 60 million. a gain of approximately eUR<br />
31 million was booked in financial income in 2009.<br />
In connection with divestment of Graphic papers in december 2008, M-real<br />
received eUR 220 million in interest-bearing vendor notes from Sappi. In<br />
august 2009 M-real agreed with Sappi that Sappi will repay the vendor notes<br />
at the price of 86.5 per cent of their nominal value. This early repayment<br />
resulted in an approximately eUR 30 million loss that was booked in financial<br />
expenses in 2009.<br />
10 Income taxes<br />
eUR million <strong>2010</strong> 2009<br />
Income taxes for the financial period 14 3<br />
Income taxes for previous periods 0 -2<br />
Change in deferred taxes 7 -27<br />
other 0 -1<br />
Total 21 -27<br />
Income tax reconciliation<br />
Result before taxes 48 -358<br />
Computed tax at Finnish statutory rate of 26% 13 -93<br />
difference between Finnish and foreign rates 0 0<br />
Tax exempt income 0 -33<br />
Non-deductible expenses 3 2<br />
Impairment of goodwill 0 8<br />
previous years tax losses used during the period -8 0<br />
Tax losses with no tax benefit 27 88<br />
Share of profit from associated companies -14 4<br />
Income taxes for previous periods 0 -2<br />
other 0 -1<br />
Income tax expense 21 -27<br />
effective tax rate, % 43.8 7.5<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
67
11 other items of comprehensive income<br />
eUR million<br />
68 NoTeS To The FINaNCIal STaTeMeNT<br />
Recorded in<br />
other items of<br />
Comprehensive<br />
income<br />
<strong>2010</strong><br />
Reclassification<br />
Total<br />
Cash flow hedges<br />
Currency flow hedges<br />
recorded in equity 6<br />
transferred to income statement's<br />
sales -6<br />
Interest flow hedges<br />
recorded in equity 0<br />
transferred to income statement's<br />
financial items 0<br />
Commodity hedges<br />
recorded in equity 10<br />
transferred to income statement's<br />
purchases 0<br />
Total 16 -6 10<br />
available for sale investments<br />
recorded in equity<br />
Share of result in associated<br />
companies<br />
transferred to income statement’s<br />
other operating income -7<br />
Total 36 -7 29<br />
Translation differences 42<br />
Share of result in associated<br />
companies 1<br />
Net invest hedge -30<br />
Total 13 13<br />
Total 65 -13 52<br />
Income tax relating to components<br />
of other comprehensive income <strong>2010</strong><br />
eUR million Before taxes Taxes after taxes<br />
Cash flow hedges 10 -3 7<br />
available for sale investments 29 -7 22<br />
Translation differences 13 8 21<br />
Total 52 -2 50<br />
In <strong>2010</strong> available for sale investments after taxes (22) include share of profit<br />
from associated companies eUR 1 million and translation differences after<br />
taxes (21) eUR 1 million.<br />
35<br />
1<br />
eUR million<br />
Recorded in<br />
other items of<br />
Comprehensive<br />
income<br />
2009<br />
Reclassification<br />
Total<br />
Cash flow hedges<br />
Currency flow hedges<br />
recorded in equity 7<br />
transferred to income statement's<br />
sales 15<br />
Interest flow hedges<br />
recorded in equity -1<br />
transferred to income statement's<br />
financial items 0<br />
Commodity hedges<br />
recorded in equity 3<br />
transferred to income statement's<br />
purchases 2<br />
Total 9 17 26<br />
available for sale investments<br />
recorded in equity -97<br />
transferred to income statement’s<br />
other operating income -18<br />
Total -97 -18 -115<br />
Translation differences 17<br />
Net invest hedge -12<br />
Total 5 5<br />
Total -83 -1 -84<br />
Income tax relating to components<br />
of other comprehensive income 2009<br />
eUR million Before taxes Taxes after taxes<br />
Cash flow hedges 26 -7 19<br />
available for sale investments -115 30 -85<br />
Translation differences 5 4 9<br />
Total -84 27 -57<br />
12 earnings per share<br />
Result for the period, eUR million <strong>2010</strong> 2009<br />
from continuing operations 28 -335<br />
from discontinued operations 0 -23<br />
Total 28 -358<br />
adjusted number of shares (average) in thousands 328,166 328,166<br />
Basic and diluted earnings per share, eUR<br />
from continuing operations 0.09 -1.02<br />
from discontinued operations 0.00 -0.07<br />
Total 0.09 -1.09
13 Intangible and tangible assets<br />
Intangible assets<br />
other Intangible Construction in<br />
eUR million Goodwill<br />
assets<br />
progress Total<br />
acquisition costs, 1 Jan. <strong>2010</strong> 13 180 193<br />
Translation differences<br />
Increase<br />
1 1<br />
decrease -8 -8<br />
Transfers between items 1 1<br />
acquisition costs, 31 dec. <strong>2010</strong> 13 174 187<br />
accumulated depreciation and impairment charges, 1 Jan. <strong>2010</strong> -148 -148<br />
Translation differences -1 -1<br />
accumulated depreciation on deduction and transfers 8 8<br />
depreciation for the period -7 -7<br />
accumulated depreciation and impairment charges, 31 dec. <strong>2010</strong> -148 -148<br />
Book value, 1 Jan. <strong>2010</strong> 13 32 45<br />
Book value, 31 dec. <strong>2010</strong> 13 26 39<br />
acquisition costs, 1 Jan. 2009 51 197 0 248<br />
Translation differences 0 0 0 0<br />
Increase 0 10 0 10<br />
decrease -5 -27 -32<br />
Transfers between items 0 0 0 0<br />
acquisition costs, 31 dec. 2009 46 180 0 226<br />
accumulated depreciation and impairment charges, 1 Jan. 2009 -146 -146<br />
Translation differences 0 0 0<br />
accumulated depreciation on deduction and transfers 0 9 9<br />
depreciation for the period 0 -10 -10<br />
Impairment charges -33 -1 -34<br />
accumulated depreciation and impairment charges, 31 dec. 2009 -33 -148 -181<br />
Book value, 1 Jan. 2009 51 51 0 102<br />
Book value, 31 dec. 2009 13 32 0 45<br />
In 2009 goodwill in Speciality papers was impaired by eUR 33 million.<br />
The carrying value and the fair value of emission rights included in intangible assets was on 31 december eUR 11 million (10). In addition intangible assets<br />
include among others computer software, patents and licenses.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
69
Tangible assets<br />
land and<br />
Machinery and other tangible Construction in<br />
eUR million<br />
water areas Buildings equipment assets progress Total<br />
acquisition costs, 1 Jan. <strong>2010</strong> 60 859 3,730 75 9 4,733<br />
Translation differences 17 143 4 1 165<br />
Increase 2 28 0 33 63<br />
decrease -10 -66 0 0 -76<br />
Transfers between items -3 1 0 -8 -10<br />
acquisition costs, 31 dec. <strong>2010</strong> 60 865 3,836 79 35 4,875<br />
accumulated depreciation and impairment charges,<br />
1 Jan. <strong>2010</strong> -34 -593 -2,929 -47 -3,603<br />
Translation differences -14 -104 -3 -121<br />
accumulated depreciation on deduction and transfers 19 51 1 71<br />
depreciation for the period -22 -100 -3 -125<br />
Impairment charges and reversed impairment charges -36 3 -1 -34<br />
accumulated depreciation and impairment charges,<br />
31 dec. <strong>2010</strong> -34 -646 -3,079 -53 3,812<br />
Book value, 1 Jan. <strong>2010</strong> 26 266 801 28 9 1,130<br />
Book value, 31 dec. <strong>2010</strong> 26 219 757 26 35 1,063<br />
land and<br />
Machinery and other tangible Construction in<br />
eUR million<br />
water areas Buildings equipment assets progress Total<br />
acquisition costs, 1 Jan. 2009 113 1,048 4,158 87 28 5,434<br />
Translation differences 7 57 2 0 66<br />
Increase 7 3 47 1 11 69<br />
decrease -60 -194 -547 -15 -15 -831<br />
Transfers between items -5 15 0 -15 -5<br />
acquisition costs, 31 dec. 2009 60 859 3,730 75 9 4,733<br />
accumulated depreciation and impairment charges,<br />
1 Jan. 2009 -34 -601 -2,941 -50 -3,626<br />
Translation differences -6 -41 -1 -48<br />
accumulated depreciation on deduction and transfers 81 293 9 383<br />
depreciation for the period -31 -155 -3 -189<br />
Impairment charges and reversed impairment charges -36 -85 -2 -123<br />
accumulated depreciation and impairment charges,<br />
31 dec. 2009 -34 -593 -2,929 -47 -3,603<br />
Book value, 1 Jan. 2009 79 447 1,217 37 28 1,808<br />
Book value, 31 dec. 2009 26 266 801 28 9 1,130<br />
Impairment charges made at closure of Kangas’ paper machine 2 were partly<br />
reversed (eUR 8 million) in June based on sales agreement of paper machine<br />
2. Impairment charges made in M-real Zanders’ Reflex paper mill were<br />
reversed (eUR 3 million) based on agreement to sell the mill partly to <strong>Metsä</strong><br />
Tissue in September.<br />
In december some eUR 9 million reversal of impairment charge in office<br />
papers and some eUR 28 million impairment charge in Speciality papers<br />
were recognised because of impairment test. In addition in december an<br />
impairment charge of eUR 15 million was recognised in Market pulp and<br />
energy due to fact that some buildings were retired from active use permanently<br />
in hallein and an impairment charge of some eUR 11 was recognised<br />
in Consumer packaging related to closure of papermachine in Simpele.<br />
70 NoTeS To The FINaNCIal STaTeMeNT<br />
due to impairment test in 2009 impairment charges of eUR 113 million<br />
were recognised, eUR 33 million on goodwill in Speciality papers and eUR<br />
80 million other impairment, of which eUR 33 million in Speciality papers’<br />
Zanders paper mill in Germany and eUR eUR 47 million in office papers’<br />
alizay paper mill in France. In 2009 testing all accumulated utility values are<br />
based on the cash flow against the asset or CGU.<br />
In 2009 in alizay pulp mill an impairment of eUR 28 million was recognised<br />
related to the planned permanent closure of alizay pulp mill. In <strong>Metsä</strong>-<br />
Botnia’s Kaskinen mill an impairment of eUR 16 million was recognised<br />
related to the closure of the mill based on M-real’s 30 per cent share. of<br />
these, eUR 12 million was recognised in Consumer packaging and eUR 32<br />
million in Market pulp and energy.<br />
pledges and real estate mortgages for loans from financial institutions,<br />
pension loans and other lliabilities amounted to eUR 135 million (109).<br />
The capitalization of interest expenses in <strong>2010</strong> was eUR 0 million (0).
at 31 december <strong>2010</strong> tangible assets include assets acquired under finance<br />
lease agreements<br />
eUR million<br />
Machinery<br />
and<br />
equipment Total<br />
acquisition costs 39 39<br />
accumulated depreciation -21 -21<br />
Book value, 1 Jan. <strong>2010</strong> 21 21<br />
Book value, 31 dec. <strong>2010</strong> 18 18<br />
at 31 december 2009 tangible assets include assets acquired under finance<br />
lease agreements<br />
eUR million<br />
Machinery<br />
and<br />
equipment Total<br />
acquisition costs 39 39<br />
accumulated depreciation -18 -18<br />
Book value, 1 Jan. 2009 24 24<br />
Book value, 31 dec. 2009 21 21<br />
additions include assets of eUR 0 million (eUR 1 million) acquired under<br />
finance lease agreements.<br />
14 Biological assets<br />
Biological assets, forest assets, have been recognised at fair value. The<br />
change in fair value will be recognised yearly as income/cost in income statement.<br />
due the restructuring of M-real’s joint venture <strong>Metsä</strong>-Botnia in december,<br />
M-real changed <strong>Metsä</strong>-Botnia’s consolidation method from IaS 31<br />
(Interests in Joint Ventures) to IaS 28 (Investments in associated). From<br />
8.12.2009 on M-real has not anymore biological assets. M-real had forest<br />
assets in Finland and in Uruguay.<br />
eUR million <strong>2010</strong> 2009<br />
at 1 Jan. 57<br />
purchases during the period 8<br />
Sales during the period -1<br />
harvested during the period -5<br />
Gains and losses arising from changes in fair values -1<br />
disposal -54<br />
decrease 0<br />
Translation differences -4<br />
at 31 dec. 0<br />
15 Investments in associated<br />
eUR million <strong>2010</strong> 2009<br />
at 1 Jan. 210 63<br />
Share of results in associated companies 54 -14<br />
dividend received -1 0<br />
Increases 0 162<br />
decreases 0 -1<br />
Translation differences 1 0<br />
at 31 dec. 265 210<br />
Share of results from associated companies includes an impairment loss of<br />
eUR -16 million related to M-real’s holding on Myllykoski paper oy. In 2009<br />
the result included a loss of eUR -11 million from the Sunila pulp mill divested<br />
by Myllykoski paper.<br />
due the restructuring of M-real’s joint venture <strong>Metsä</strong>-Botnia in december<br />
2009, M-real changed <strong>Metsä</strong>-Botnia’s consolidation method from IaS 31<br />
(Interests in Joint Ventures) to IaS 28 (Investments in associated). line<br />
increases includes the effect of <strong>Metsä</strong>-Botnia’s changed consolidation method<br />
in 2009.<br />
Unamortized amount of goodwill for associated companies at 31 dec <strong>2010</strong><br />
was eUR 32 million (45). The decrease of goodwill comes from impairment<br />
of Myllykoski paper.<br />
Biggest associated companies<br />
liabil- Gain/ owner-<br />
Country assets ities Sales loss ship, %<br />
<strong>Metsä</strong>-Botnia Group<br />
Kirkniemen Kartano<br />
Finland 996 325 1,365 272 30<br />
oy Finland 7 2 0 0 48<br />
Myllykoski paper oy Finland 137 141 275 -24 35<br />
plastirol oy Finland 22 6 26 2 39<br />
other 2 0 4 0<br />
Total 1,164 474 1,670 250<br />
None of the associated companies were listed.<br />
Transaction and balances with associated companies<br />
eUR million <strong>2010</strong> 2009<br />
Sales 0 1<br />
purchases 2 4<br />
Interest income 0 0<br />
Interest expenses 0 0<br />
Receivables<br />
Current receivables 8 7<br />
liabilities<br />
Current liabilities 2 2<br />
Transactions with <strong>Metsä</strong>-Botnia include in transactions with sister companies<br />
(Note 36).<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
71
16 available for sale investments<br />
eUR million <strong>2010</strong> 2009<br />
available for sale financial assets<br />
Shares in other companies<br />
listed companies 0 39<br />
other companies 314 278<br />
314 317<br />
Total 314 317<br />
Fair value hierarchy of financial assets and liabilities <strong>2010</strong><br />
Note level1 level2 level3 Total<br />
Financial assets at fair value through profit or loss, non-current 16<br />
available for sale financial assets 16 0 314 314<br />
Financial assets at fair value through profit or loss, current 20 1 1<br />
derivative financial assets 29 8 13 21<br />
derivative financial liabilities 29 0 36 36<br />
2009<br />
Note level1 level2 level3 Total<br />
Financial assets at fair value through profit or loss, non-current 16<br />
available for sale financial assets 16 39 278 317<br />
Financial assets at fair value through profit or loss, current 20 1 1<br />
derivative financial assets 29 2 22 24<br />
derivative financial liabilities 29 3 41 44<br />
Financial assets and liabilities measured at fair value based on Level 3<br />
eUR million <strong>2010</strong> 2009<br />
opening balance 278 408<br />
Total gains and losses in profit or loss 0 18<br />
Total gains and losses in other comprehensive<br />
income 35 -121<br />
purchases 1<br />
Settlements 0 -27<br />
Closing balance 314 278<br />
72 NoTeS To The FINaNCIal STaTeMeNT<br />
assets have been categorised according to IFRS 7 paragraph 27 a and 27 B.<br />
level 1 is including assets valued based on quoted prices in active markets<br />
level 2 is including assets valued based on inputs that are observable for the<br />
asset either directly or undirectly<br />
level 3 is including inputs that are not based on observable market data<br />
available for sale financial assets consist of listed companies and other<br />
companies. The fair value of listed companies are based on public quotation<br />
for shares at the Balance sheet date. The most significant ownership of listed<br />
companies was some two percentage stake of South african company Sappi<br />
limited, which M-real received as a part of the Graphic papers business<br />
disposal in 2008. These shares were disposed in <strong>2010</strong>. The realised fair value<br />
and capital gain was some eUR 8 million. The fair value of these shares in<br />
previous year was eUR 38 million.
The most important shareholding of not quoted companies (level 3)<br />
consists of 2.5 per cent stake in Finnish energy company pohjolan Voima oy.<br />
pohjolan Voima oy produces electricity and heat for its shareholders in Finland.<br />
pohjolan Voima trades with its shareholders and the prices paid to<br />
pohjolan Voima oy for energy are based on production costs, which generally<br />
are lower than the market prices. The Group has right for some 6.4 per cent<br />
proportion in olkiluoto nuclear power plant (pohjolan Voima´s B shares),<br />
some 6.4 percentage proportion in Meripori coal-fired power plant (C2 shares).<br />
Group has some 1.8 per cent proportion in new nuclear power plant under<br />
construction at olkiluoto. The group also have some 88 per cent right to use<br />
energy produced by hämeenkyron Voima oy (pohjolan Voima’s G10 shares).<br />
The ownership in pohjolan Voima oy is measured (by series of shares) at fair<br />
value quarterly by using the weighted average of discounted cash flow method<br />
and the valuation based on earlier transactions. The fair value of the comparative<br />
year was measured based on discounted cash flow method. The<br />
WaCC used was 4.66 (4.67) percentage. 12 months rolling averages have<br />
been used for the energy price estimates, which evens out the short-term<br />
energy price fluctuations. The changes in fair value less deferred tax calculated<br />
with Finnish tax rate are recorded in fair value reserve in equity. The<br />
acquisition value of shares in pohjolan Voima oy is eUR 28 million (26) and<br />
the fair value eUR 310 million (273). The fair value of nuclear power shares<br />
(B and B2 shares) was some eUR 312 (277) million, of which eUR 283 (255)<br />
million B shares and eUR 29 (22) million B2 shares and coal-fired power<br />
shares (C2 shares) some eUR -4 (-4) million and G shares some eUR 2 million<br />
(0).<br />
The shareholder agreement prevents free selling of shares with others<br />
than shareholders.<br />
M-real’s joint venture <strong>Metsä</strong>-Botnia disposed in december 2009 77 per<br />
cent of its pohjolan Voima Shares as part of restructuring of <strong>Metsä</strong>-Botnia.<br />
a realised fair value and capital gain from the sale of eUR 18 million (30<br />
percent share) was recorded.<br />
other shares in not quoted companies, where the fair value cannot be<br />
measured reliably are carried at cost less any impairment losses.<br />
17 Non-current financial assets<br />
eUR million <strong>2010</strong> 2009<br />
Interest-bearing receivables<br />
loans from Group companies 49 49<br />
loans from associated companies 0<br />
other loan receivables 5 4<br />
54 53<br />
Non-interest bearing receivables<br />
loans from Group companies 4 4<br />
loans from associated companies 0 0<br />
other loan receivables 0 0<br />
defined benefit pension plans (Note 23) 1 1<br />
5 5<br />
Total 59 58<br />
In connection with divestment of Graphic papers in december 2008, M-real<br />
received eUR 220 million in interest-bearing vendor notes from Sappi. In<br />
august 2009 M-real agreed with Sappi that Sappi will repay the vendor notes<br />
at the price of 86.5 per cent of their nominal value. This early repayment<br />
resulted in an approximately eUR 30 million loss that was booked in financial<br />
expenses in 2009.<br />
loans from Group companies are loans granted to parent company<br />
<strong>Metsä</strong>liitto and to other subsidiaries of <strong>Metsä</strong>liitto.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
73
18 deferred taxes<br />
Reconciliation of deferred tax assets and liabilities during the period in <strong>2010</strong><br />
Charged in<br />
income<br />
eUR million As at 1 Jan. <strong>2010</strong> statement<br />
74 NoTeS To The FINaNCIal STaTeMeNT<br />
Translation<br />
differences<br />
Charged in<br />
other items of<br />
comprehensive income<br />
As at 31 Dec.<br />
<strong>2010</strong><br />
deferred tax assets<br />
pension obligation and other provisions 1 0 1<br />
Intercompany margins 2 0 2<br />
Unused tax losses and tax credit 10 -10 0<br />
other temporary differences 5 0 5<br />
deferred tax assets, total 18 -10 8<br />
Netting against liabilities -15 10 -5<br />
deferred tax assets in Balance sheet 3 0 3<br />
deferred tax liabilities<br />
appropriations 102 -5 7 104<br />
available for sale financial assets recorded at<br />
fair value 66 7 73<br />
equity hedging 8 -8<br />
other temporary differences 9 -6 1 3 7<br />
deferred tax liabilities, total 177 -3 8 2 184<br />
Netting against assets -15 10 0 -5<br />
deferred tax liabilities in Balance sheet 162 7 8 2 179<br />
deferred tax liabilities, net -159 -7 -8 -2 -176<br />
other temporary differences in deferred tax assets comes mostly from finance lease arrangements.<br />
Reconciliation of deferred tax assets and liabilities during the period in 2009<br />
Charged in<br />
income<br />
eUR million As at 1 Jan. 2009 statement disposals<br />
Translation<br />
differences<br />
Charged in<br />
other items of<br />
comprehensive income<br />
As at 31 Dec.<br />
2009<br />
deferred tax assets<br />
pension obligation and other provisions 2 -1 1<br />
Intercompany margins 3 -1 2<br />
Unused tax losses and tax credit 10 10<br />
other temporary differences 14 0 -3 0 -6 5<br />
deferred tax assets, total 29 -1 -4 0 -6 18<br />
Netting against liabilities -24 3 0 6 -15<br />
deferred tax assets in Balance sheet 5 2 -4 0 0 3<br />
deferred tax liabilities<br />
appropriations 150 -30 -21 3 102<br />
available for sale financial assets recorded at<br />
fair value 97 -1 -30 66<br />
equity hedging 3 -3<br />
other temporary differences 9 -1 1 0 0 9<br />
deferred tax liabilities, total 256 -28 -21 3 -33 177<br />
Netting against assets -24 3 0 6 -15<br />
deferred tax liabilities in Balance sheet 232 -25 -21 3 -27 162<br />
deferred tax liabilities, net -227 27 17 -3 27 -159<br />
deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and<br />
when the deferred income tax relates to the same taxation authority on either the same taxable entity or different taxable entity, which intend to settle current<br />
tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously. on 31 december <strong>2010</strong> the net operating loss carryforwards<br />
amounted to eUR 0 (35) million, for which tax assets have been recognised. In 2009 some eUR 10 million tax asset has been recognised. The operating<br />
loss carry-forwards mainly in Germany, France, austria and Finland for which deferred tax assets have not been recognised due to uncertainty of the<br />
utilization of these loss carry-forwards amounted to appr. eUR 1,060 (1,040) million. These loss carry-forwards do not expire. The deferred tax assets for<br />
these non recognised loss carry-forwards amounted to appr. eUR 300 (290) million. other temporary differences in deferred tax assets comes mostly from<br />
finance lease arrangements. Some eUR 46 million of the losses will expire in 2019–20. The rest do not expire.
19 Inventories<br />
eUR million <strong>2010</strong> 2009<br />
Raw materials and consumables 144 114<br />
Work in progress 16 15<br />
Finished goods and goods for sale 223 181<br />
advance payments 8 3<br />
391 313<br />
The cost of inventories recognised as expense and included in materials and<br />
services was eUR 1 million (0).<br />
20 accounts receivables and other receivables<br />
eUR million <strong>2010</strong> 2009<br />
Financial assets at fair value through profit or loss<br />
(current)<br />
at 1 Jan. 1 16<br />
Increses 1 0<br />
Changes in fair values 0 0<br />
decrease -1 -15<br />
at 31. dec. 1 1<br />
Financial assets at fair value through profit or loss are mainly bonds, classified<br />
entirely as held for trading.<br />
Interest-bearing loan receivables<br />
loans from Group companies 54 75<br />
loans from associated companies 7 7<br />
other loan receivables 1 1<br />
62 83<br />
Accounts receivables and other non-interestbearing<br />
receivables<br />
From Group companies<br />
accounts receivables 12 3<br />
other receivables 0 26<br />
prepayment and accrued income 16 3<br />
28 32<br />
From associated companies<br />
accounts receivables 0 0<br />
0 0<br />
From others<br />
accounts receivables 360 300<br />
other receivables 50 57<br />
prepayment and accrued income 15 24<br />
425 381<br />
accounts receivables and other receivables 516 497<br />
Receivables from the Group companies are receivables from parent company<br />
<strong>Metsä</strong>liitto and from other subsidiaries of <strong>Metsä</strong>liitto.<br />
There are no loan receivables from the managing directors of the Group<br />
companies, members of the <strong>Board</strong> of directors and their deputies as well as<br />
persons belonging to similar bodies. <strong>Metsä</strong>liitto Management oy has been<br />
established for the shareholding programme of the members of <strong>Metsä</strong>liitto<br />
Group’s executive Management (The note 35).<br />
<strong>Metsä</strong>liitto Management oy has been established for the shareholding<br />
programme of the members of <strong>Metsä</strong>liitto Group’s executive Management<br />
(see note 35).<br />
Doubtful accounts receivables<br />
accounts receivables are recorded net of the following allowances for doubtful<br />
accounts:<br />
eUR million <strong>2010</strong> 2009<br />
at 1 Jan. 7 5<br />
Increases 1 9<br />
decreases -2 -7<br />
at 31 dec. 6 7<br />
Accounts receivables, overdue<br />
No overdue 329 275<br />
overue<br />
less than 90 days 30 22<br />
between 90–180 days 1 2<br />
more than 180 days 0 1<br />
Total 360 300<br />
Prepayment and accrued income<br />
Current<br />
employee costs 1 0<br />
Interest 4 2<br />
Insurance 0 0<br />
others 10 22<br />
Total 15 24<br />
21 Cash and cash equivalents<br />
eUR million <strong>2010</strong> 2009<br />
Current investments 259 256<br />
Cash at bank and in hand 149 241<br />
Total 408 497<br />
Current investments are certificates of deposits and time deposits with<br />
original maturities less than three months.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
75
22 Shareholders´ equity<br />
Changes in share capital<br />
Share capital Share premium account Total<br />
eUR million Series a Series B<br />
at 1 Jan. 2009<br />
2009 no changes<br />
62 496 667 1,225<br />
at 31 dec. 2009<br />
<strong>2010</strong> no changes<br />
62 496 667 1,225<br />
at 31 dec. <strong>2010</strong> 62 496 667 1,225<br />
each series a share entitles its holder to twenty (20) votes at a General Meeting of Shareholders, and each series B share entitles the holder to one (1) vote.<br />
all shares carry the same right to receive a dividend. M-real’s a shares can be converted to B shares if shareholder or representative of the nominee registered<br />
shares makes a written request of the conversion to the company. The conversion does not include additional consideration.<br />
Number of shares<br />
Series a Series B Total<br />
at 1 Jan. 2009<br />
2009 no changes<br />
36,339,550 291,826,062 328,165,612<br />
at 31 dec. 2009<br />
<strong>2010</strong> no changes<br />
36,339,550 291,826,062 328,165,612<br />
at 31 dec. <strong>2010</strong> 36,339,550 291,826,062 328,165,612<br />
The annual General Meeting on 13 March 2008 resolved to delete from the company’s articles of association the section concerning the par value of the company’s<br />
shares. all shares are paid-in.<br />
Fair value and other reserves<br />
eUR million <strong>2010</strong> 2009<br />
Fair value reserve 221 192<br />
legal reserve and reserves stipulated by the articles<br />
of association 2 2<br />
Total 223 194<br />
Share premium account<br />
The amount exceeding the par value of shares received by the company in<br />
connection with share issue are recognised in share premium account.<br />
Legal reserve and reserves stipulated by the Articles of Association<br />
legal reserve and reserves stipulated by the articles of association have<br />
been created and accumulated as a result of resolution by the General Meeting<br />
of Shareholders.<br />
Fair value reserve<br />
The reserve include the effective portion of fair value based on hedge accounting<br />
applied to interest, currency and commodity derivatives and the fair value<br />
change of available for sale financial assets less deferred tax.<br />
Translation differences<br />
Translation differences include translation differences arising on translation<br />
of subsidiaries in other currencies than euro and gains and losses arising<br />
on hedging of net investments in these subsidiaries less deferred tax, when<br />
requirements of hedgeaccounting have been fulfilled.<br />
Dividends<br />
after Balance sheet day The <strong>Board</strong> of directors has not proposed any dividend<br />
to pay.<br />
76 NoTeS To The FINaNCIal STaTeMeNT<br />
23 post-employment benefits<br />
M-real operates a number of defined benefit pension plans and defined<br />
contribution plans in different countries, which are arranged in accordance<br />
with local regulations and practices. Most of them are defined contribution<br />
plans.<br />
The most significant pension plan in Finland is the statutory Finnish<br />
employee pension scheme (Tyel) according to which benefits are linked<br />
directly to the employee´s earnings.<br />
In Finland there are pension schemes which are funded by contributors<br />
to insured schemes or to <strong>Metsä</strong>liitto employees’ pension Foundation. The<br />
<strong>Metsä</strong>liitto employees’ pension Foundation scheme is a defined benefit plan.<br />
There are other defined contribution pension plans in Finland, too.<br />
Pension and other post-employment benefits<br />
eUR million <strong>2010</strong> 2009<br />
defined benefit pension plans 73 74<br />
defined contribution pension plans 11 14<br />
Net liability 84 88<br />
overfunded plan shown as asset 1 1<br />
Total liability in balance sheet 85 89
Defined benefit pension plans<br />
eUR million <strong>2010</strong> 2009<br />
The amounts recognised in the balance sheet<br />
present value of funded obligations 45 42<br />
present value of unfunded obligations 67 67<br />
112 109<br />
Fair value of plan assets -40 -36<br />
Unrecognised actuarial gains and losses 2 1<br />
Net liability in balance sheet 74 74<br />
The amounts recognised in the income statement<br />
Current service cost 3 3<br />
Interest cost 5 6<br />
expected return on plan assets -2 -2<br />
Net actuarial losses (gains) recognised in year -2 -7<br />
profit/loss curtailment 0 0<br />
Total included in employee costs 4 0<br />
The actual return on plan assets was eUR 4 million in <strong>2010</strong> (2009 eUR 6 million)<br />
Changes in the present value of defined benefit obligations<br />
defined benefit obligation as at 1 Jan. 109 112<br />
Current service cost 3 3<br />
Interest cost 5 6<br />
Contribution by plan participations 1 0<br />
actuarial losses (gains) recognised in year 1 0<br />
disposals 0 0<br />
Curtailments and settlements 0 0<br />
Benefits paid -7 -11<br />
other adjustments -1 0<br />
Translation differences 1 -1<br />
defined benefit obligation as at 31 dec. 112 109<br />
Changes in the fair value of plan assets<br />
Fair value of plan assets as at 1 Jan. 36 31<br />
expected return on plan assets 2 2<br />
actuarial losses (gains) recognised in year 2 4<br />
Contribution by plan participants 1 1<br />
Contribution by the employer 0 1<br />
disposals 0 0<br />
Settlements 0 0<br />
Benefits paid -2 -2<br />
Translation differences 1 -1<br />
Fair value of plan assets as at 31 dec. 40 36<br />
Group expects to contribute eUR 2 million to its defined benefit pension plans<br />
in 2011.<br />
Major categories of plan assets as a percentage of total plan assets, %<br />
equity securities 38 38<br />
debt securities 21 20<br />
Real estate 14 15<br />
Bonds 17 18<br />
others 10 9<br />
Total 100 100<br />
Amounts for the current and previous periods<br />
present value of defined benefit obligations -112 -109<br />
Fair value of plan assets 40 36<br />
Funded status -72 -73<br />
experience adjustments on plan liabilities 1 0<br />
experience adjustments on plan assets 2 -2<br />
The principal actuarial assumptions used:<br />
2009 2009<br />
Finland<br />
discount rate % 4.25 4.75<br />
expected return on plan assets % 5.7 3.5<br />
Future salary increases % 0.0 0.0<br />
Future pension increases % 1.4 2.1<br />
expected average remaining working years of staff 0 0<br />
UK<br />
discount rate % 5.4 5.7<br />
expected return on plan assets % 6.84 6.80<br />
Future salary increases % 4.5 4.3<br />
Future pension increases % 3.5 3.3<br />
expected average remaining working years of staff 12 13<br />
Germany<br />
discount rate % 5.3 5.8<br />
expected return on plan assets % n/a n/a<br />
Future salary increases % 2.5 2.5<br />
Future pension increases % 2.0 2.0<br />
expected average remaining working years of staff 12 12<br />
Austria<br />
discount rate % 5.1 5.0<br />
expected return on plan assets % n/a n/a<br />
Future salary increases % 2.02 0<br />
Future pension increases % 2 2.11<br />
expected average remaining working years of staff 19 20<br />
Switzerland<br />
discount rate % 3.0 3.3<br />
expected return on plan assets % 3.5 3.5<br />
Future salary increases % 1.5 1.5<br />
Future pension increases % 0.5 0.5<br />
expected average remaining working years of staff 6 7<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
77
24 provisions<br />
environmental<br />
other<br />
eUR million Restructuring<br />
obligations<br />
provisions Total<br />
at 1 Jan. <strong>2010</strong> 87 1 16 104<br />
Translation differences 2 0 0 2<br />
Increases 21 1 4 26<br />
decreases -67 0 -4 -71<br />
Unused amounts reversed -20 0 0 -20<br />
effect of discounting 1 0 0 1<br />
at 31 dec. <strong>2010</strong> 24 2 16 42<br />
The most significant increase in provision was eUR 16 million cost provision<br />
in the Speciality papers business area related to the planned closure of two<br />
machines at the Reflex mill and to the reorganisation of the Reflex and<br />
Gohrsmühle organisations. eUR 8 million release of the provision was recognised<br />
in September as a result of partial divestment of the Reflex mill to<br />
<strong>Metsä</strong> Tissue and lower reorganisation expenses at Gohrsmühle. eUR 12<br />
million release of cost provision related to IT arrangements made earlier<br />
was recognised in March. eUR 4 million additional cost provision in Market<br />
pulp and energy business area relating to the closure of the alizay pulp mill<br />
was recognised in July.<br />
other provisions include provisions related leases, taxes, guarantees and<br />
legal action. The non-current portion of total provision was some eUR 35<br />
million and current portion some eUR 7 million. The non-current portion will<br />
mostly be paid during year 2012.<br />
78 NoTeS To The FINaNCIal STaTeMeNT<br />
25 Borrowings<br />
eUR million <strong>2010</strong> 2009<br />
Non-current interest-bearing financial liabilities<br />
Bonds 687 729<br />
loans from financial institutions 47 73<br />
pension loans 204 61<br />
Finance lease liabilities 25 27<br />
other liabilities 53 53<br />
Total 1,016 943<br />
Current interest-bearing financial liabilities<br />
Current portion of long-term debt 111 406<br />
Short-term loans 3 3<br />
Bill of exchange payable 2 2<br />
other liabilities 218 56<br />
Total 334 467<br />
Interest-bearing financial liabilities, total 1,350 1,410<br />
Interest-bearing financial assets<br />
Non-current<br />
loan receivables 53 53<br />
53 53<br />
Current<br />
Financial assets at fair value through profit or loss 1 1<br />
loan receivables and other receivables 62 83<br />
Current investments at amortized cost 259 256<br />
Cash at bank and in hand 149 241<br />
470 580<br />
Interest-bearing financial assets, total 523 633<br />
Interest-bearing net liabilities, total 827 777
Maturity of repayment and interest payment of financial liabilities 31.12.<strong>2010</strong><br />
eUR million Book value 2011 2012 2013 2014 2015 2016-<br />
Bonds and debentures 739<br />
Repayment -51 -103 -494 -91 0 0<br />
Interest payment -61 -56 -30 -4 0 0<br />
loans from financial institutions 74<br />
Repayment -28 -24 -20 -2 0 0<br />
Interest payment -1 -1 0 0 0 0<br />
pension loans 233<br />
Repayment -29 -28 -39 -29 -20 -88<br />
Interest payment -14 -12 -10 -7 -6 -12<br />
Finance lease liabilities 28<br />
Repayment -3 -2 -2 -1 -1 -19<br />
Interest payment 0 0 0 0 0 0<br />
other non-current interest-bearing liabilities 53<br />
Repayment 0 0 -49 0 0 -4<br />
Interest payment -1 -1 -1 0 0 0<br />
Non-current interest-bearing liabilities, total 1,127<br />
Repayments in 2011 -111<br />
Non-current interest-bearing liabilities in<br />
balance sheet 1,016<br />
Total<br />
Repayment -111 -157 -604 -123 -21 -111<br />
Interest payment -77 -70 -41 -11 -6 -12<br />
Current interest-bearing liabilities 223<br />
Repayment -223<br />
Interest payment<br />
accounts payables and other liabilities 426<br />
Repayment -418 -3 -2 -1 -2<br />
Total liabilities 1,776<br />
Repayment -752 -160 -606 -124 -21 -113<br />
Interest payment -77 -70 -41 -11 -6 -12<br />
Guarantees agreements<br />
derivative financial instrument liabilities 36<br />
Interest rate swaps, interest payment 13 13 7 1 1 1<br />
Currency derivatives, interest payment -2,095 -1 0 0 0 0<br />
Commodity derivatives, interest payment 0 0 0 0 0 0<br />
Derivative financial instrument liabilities total -2,082 12 7 1 1 1<br />
derivative financial instrument assets 20<br />
Interest rate swaps, interest payment 0 0 0 0 0 0<br />
Currency derivatives, interest payment 2,087 2 0 0 0 0<br />
Commodity derivatives, interest payment 5 3 0 0 0 0<br />
Derivative financial instrument assets total 2,092 5 0 0 0 0<br />
derivative financial instrument net of cash 10 17 7 1 1 1<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
79
Maturity of repayment and interest payment of financial liabilities 31.12.2009<br />
eUR million Book value <strong>2010</strong> 2011 2012 2013 2014 2015-<br />
Bonds and debentures 1,068<br />
Repayment -339 -52 -101 -492 -84 0<br />
Interest payment -70 -62 -57 -31 -4 0<br />
loans from financial institutions 98<br />
Repayment -25 -28 -25 -20 0 0<br />
Interest payment -1 -1 0 0 0 0<br />
pension loans 99<br />
Repayment -39 -11 -20 -20 -10 0<br />
Interest payment -7 -5 -4 -2 0 0<br />
Finance lease liabilities 31<br />
Repayment -3 -3 -2 -1 -1 -20<br />
Interest payment -1 -1 -1 0 0 -1<br />
other non-current interest-bearing liabilities 53<br />
Repayment 0 0 0 -49 0 -4<br />
Interest payment 0 -1 -1 -1 0 0<br />
Non-current interest-bearing liabilities, total 1,349<br />
Repayments in <strong>2010</strong> -406<br />
Non-current interest-bearing liabilities in<br />
balance sheet 943<br />
Total<br />
Repayment -406 -94 -148 -582 -95 -24<br />
Interest payment -79 -70 -63 -34 -4 -1<br />
Current interest-bearing liabilities 61<br />
Repayment -61<br />
Interest payment 0<br />
accounts payables and other liabilities 399<br />
Repayment -387 -9 0 0 -1 -2<br />
Total liabilities 1,809<br />
Repayment -854 -103 -148 -582 -96 -26<br />
Interest payment -79 -70 -63 -34 -4 -1<br />
Guarantees agreements<br />
derivative financial instrument liabilities 44<br />
Interest rate swaps, interest payment 10 11 12 6 0 0<br />
Currency derivatives, interest payment -2,652 -3 -1 0 0 0<br />
Commodity derivatives, interest payment -1 -3 1 0 0 0<br />
Derivative financial instrument liabilities total -2,643 5 12 6 0 0<br />
derivative financial instrument assets 24<br />
Interest rate swaps, interest payment 0 0 0 0 0 0<br />
Currency derivatives, interest payment 2,639 4 2 0 0 0<br />
Commodity derivatives, interest payment 1 0 0 0 0 0<br />
Derivative financial instrument assets total 2,640 4 2 0 0 0<br />
derivative financial instrument net of cash -3 9 14 6 0 0<br />
80 NoTeS To The FINaNCIal STaTeMeNT
Bonds<br />
eUR million Interest % <strong>2010</strong> 2009<br />
2002–2012 9.20 103 101<br />
2002–2014 9.40 90 84<br />
2004–2011 3.325 30 30<br />
2004–2011 3.506 10 10<br />
2004–2011 3.58 12 12<br />
2006–<strong>2010</strong> 5.59 0 339<br />
2006–2013 8.75 494 492<br />
739 1,068<br />
Maturity of finance lease liabilities<br />
Minimum<br />
The present value<br />
of minimum<br />
lease payments lease payments<br />
eUR million <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Not later than 1 year 3 4 3 3<br />
1–2 years 2 3 2 3<br />
2–3 years 2 2 2 2<br />
3–4 years 2 2 1 1<br />
4–5 years 1 2 1 1<br />
later than 5 years 19 21 19 21<br />
29 34 28 31<br />
Future finance charges 1 3<br />
The present value of<br />
minimum lease payments<br />
28 31<br />
The most significant finance lease agreements are power plant Äänevoima<br />
oy´s power plants. Äänevoima´s contract periods vary between 10 and 15<br />
years. all finance lease liabilities will be due in 2017 at the latest. These<br />
leases contain renewal and purchase options.<br />
26 other non-current liabilities<br />
eUR million <strong>2010</strong> 2009<br />
Non-current liabilities to Group companies 0 0<br />
Non-current liabilities to others<br />
accruals and deferred income 1 0<br />
other liabilities 7 12<br />
Total non-interest-bearing non-current liabilities 8 12<br />
liabilities to Group companies are liabilities to parent company <strong>Metsä</strong>liitto and<br />
other subsidiaries of <strong>Metsä</strong>liitto.<br />
Non-current accruals and deferred income<br />
others 1 0<br />
Total 1 0<br />
27 accounts payable and other liabilities<br />
eUR million <strong>2010</strong> 2009<br />
Current liabilities to Group companies<br />
accounts payable 58 36<br />
other liabilities 1 15<br />
Current liabilities to associated companies<br />
accounts payable 2 2<br />
other liabilities 0 0<br />
Current liabilities to others<br />
advance payments 6 6<br />
accounts payable 137 115<br />
other liabilities 68 115<br />
accruals and deferred income 143 92<br />
Total 415 381<br />
liabilities to Group companies are liabilities to parent company <strong>Metsä</strong>liitto and<br />
other subsidiaries of <strong>Metsä</strong>liitto.<br />
Current accruals and deferred income<br />
periodizations of employee costs 46 42<br />
Interests 14 15<br />
accruals of purchases 46 30<br />
others 37 5<br />
Total 143 92<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
81
28 Financial assets and liabilities classified according to IaS 39 and fair values<br />
Financial assets 31.12.<strong>2010</strong><br />
eUR million Note<br />
82 NoTeS To The FINaNCIal STaTeMeNT<br />
Fair value<br />
through<br />
profit & loss<br />
available<br />
for sale<br />
fin. assets<br />
loans and<br />
receivables<br />
derivatives<br />
at hedge<br />
accounting<br />
amortised<br />
cost<br />
Total book<br />
value Fair value<br />
Non-current investments 16 314 314 314<br />
other non-current financial assets 17 59 59 61<br />
accounts receivables and other<br />
receivables 20 1 515 516 516<br />
Cash and cash equivalent 21 408 408 408<br />
derivative financial instruments 29 14 7 21 21<br />
Total 15 314 982 7 1,317 1,320<br />
Financial liabilities<br />
Non-current interest-bearing<br />
financial liabilities 25 1,016 1,016 1,072<br />
other non-current financial liabilities<br />
26 8 8 8<br />
Current interest-bearing financial<br />
liabilities 25 334 334 336<br />
accounts payable and other financial<br />
liabilities 27 363 363 363<br />
derivative financial instruments 29 12 24 36 36<br />
Total 12 24 1,722 1,758 1,816<br />
Financial assets 31.12.2009<br />
Fair value<br />
through<br />
profit & loss<br />
available<br />
for sale<br />
fin. assets<br />
derivatives<br />
at hedge<br />
accounting<br />
loans and<br />
amortised Total book<br />
eUR million Note<br />
receivables<br />
cost value Fair value<br />
Non-current investments 16 317 317 317<br />
other non-current financial assets<br />
accounts receivables and other<br />
17 58 58 58<br />
receivables 20 1 496 497 497<br />
Cash and cash equivalent 21 497 497 497<br />
derivative financial instruments 29 24 24 24<br />
Total 25 317 1,051 1,393 1,393<br />
Financial liabilities<br />
Non-current interest-bearing<br />
financial liabilities 25 943 943 830<br />
other non-current financial liabilities<br />
26 12 12 12<br />
Current interest-bearing financial<br />
liabilities 25 467 467 458<br />
accounts payable and other financial<br />
liabilities 27 333 333 333<br />
derivative financial instruments 29 18 26 44 44<br />
Total 18 26 1,755 1,799 1,677<br />
accounts receivables and other receivables do not include advance payments,<br />
deferred tax assets and periodizations of employee costs (note 20). accounts<br />
payable and other financial liabilities do not include advance payments,<br />
deferred tax liabilities and periodizations of employee costs (note 27).<br />
In M-real Group all interest-bearing liabilities are valued in the balance<br />
sheet at amortised cost based on effective interest method. Fair values in<br />
the table are based on present value of cash flow of each liability or assets<br />
calculated by market rate. The discount rates applied are between 0.8–6.6<br />
per cent (2009 0.4–21.2). of interest bearing liabilities 83 per cent (84) is<br />
subject to variable rates and the rest to fixed rates. The average interest rate<br />
of interest-bearing liabilities at the end of <strong>2010</strong> was 5.1 per cent (2009: 6.0<br />
per cent). The fair values of accounts and other receivables and accounts<br />
payables and other liabilities are not essentially deviating from the carrying<br />
amounts in ther balance sheet.
29 derivatives<br />
Derivatives<br />
Nominal<br />
value Fair value<br />
eUR million<br />
<strong>2010</strong><br />
assets liabilities Total<br />
Fair value<br />
hedges<br />
Cash flow<br />
hedges<br />
equity<br />
hedges<br />
derivatives/<br />
hedge<br />
accounting<br />
not applied<br />
derivatives<br />
held for<br />
trading<br />
Interest forward agreements 8.5 0.1 -0.1 -0.1<br />
Interest rate options<br />
Interest rate swaps 1,239.7 4.8 9.0 -4.2 -4.3 -0.6 1.1 -0.3<br />
Interest rate derivatives 1,248.2 4.8 9.1 -4.3 -4.3 -0.6 1.1 -0.4<br />
Currency forward agreements 2,074.9 8.1 17.4 -9.3 5.1 -15.7 1.2<br />
Currency option agreements 17.5 0.1 -0.1 -0.1<br />
Currency swap agreements 56.1 8.9 -8.9 -8.9<br />
Currency derivatives 2,148.5 8.1 26.4 -18.3 -8.9 5.1 -15.7 1.1<br />
electricity derivatives. 76.1 7.4 7.4 6.6 0.8<br />
pulp derivatives<br />
other commodity derivatives 7.1 0.1 0.3 -0.2 -0.2<br />
Commodity derivatives 83.2 7.5 0.3 7.2 6.6 0.6<br />
Derivates total 3,479.9 20.4 35.8 -15.4 -13.2 11.1 -15.7 2.8 -0.4<br />
Nominal value also includes closed contracts to a total amount of eUR 1,787 million.<br />
2009<br />
Interest forward agreements 4.0 -0.1 0.1 0.1<br />
Interest rate options<br />
Interest rate swaps 976.5 3.9 7.3 -3.4 -5.0 -1.2 2.8<br />
Interest rate derivatives 980.5 3.9 7.2 -3.3 -5.0 -1.2 0.0 2.9<br />
Currency forward agreements 2,634.9 18.6 24.0 -5.4 5.5 -12.6 1.7<br />
Currency option agreements 118.5 0.1 -0.1 -0.1 -0.1<br />
Currency swap agreements 52.1 9.3 -9.3 -9.3<br />
Currency derivatives 2,805.5 18.6 33.4 -14.8 -9.3 5.5 -12.6 1.6 -0.1<br />
electricity commodity egreements 174.9 1.6 2.8 -1.2 -3.3 2.1<br />
pulp commodity agreements.<br />
other commodity agreements 7.9 0.3 -0.3 -0.3<br />
Commodity derivativesl 182.8 1.6 3.1 -1.5 -3.3 1.8<br />
Derivates total 3,968.8 24.1 43.7 -19.6 -14.3 1.0 -12.6 6.3<br />
Nominal value also includes closed contracts to a total amount of eUR 2,159 million.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
83
30 Maturity analysis of cash flow hedge accounting<br />
Result of the hedging instrument is booked to the income statement at the<br />
realization of the cash flow. Contractual maturities of hedging instruments<br />
equals to the hedged cash flow.<br />
eUR million 31.12.<strong>2010</strong><br />
periods when the forecasted<br />
cash flow are expected to occur<br />
highly probable<br />
foreign currency<br />
cash flows<br />
84 NoTeS To The FINaNCIal STaTeMeNT<br />
Contractual<br />
interest<br />
cash flows<br />
highly probable<br />
commodity<br />
cash flows<br />
Q 1 98.9 -0.1 -4.8<br />
Q 2 75.6 -0.1 -4.8<br />
Q 3 36.0 0.0 -4.8<br />
Q 4 0.0 0.0 -4.8<br />
Total in 2011 210.5 -0.2 -19.2<br />
2012 -1.9<br />
2013 -0.8<br />
2014<br />
Cash flows total 210.5 -0.2 -29.7<br />
Total nominal values of<br />
derivatives directed to<br />
hedge accounting 210.5 30.0 29.7<br />
31 Notes to Consolidated cash flow statement<br />
eUR million <strong>2010</strong> 2009<br />
Adjustments to the profit<br />
Taxes 21 26<br />
depreciation, amortization and impairment charges 166 356<br />
Share of results in associated companies -54 14<br />
Gains and losses on sale of fixed assets -32 -148<br />
Finance costs, net 73 74<br />
provisions -66 2<br />
108 324<br />
Change in working capital<br />
Inventories -78 122<br />
accounts receivables and other receivables -33 116<br />
accounts payable and other liabilities 25 -98<br />
-86 140<br />
Disposals of subsidiaries<br />
M-real did not dispose any subsidiaries in <strong>2010</strong> or 2009.<br />
eUR million 31.12.2009<br />
periods when the forecasted<br />
cash flow are expected to occur<br />
highly probable<br />
foreign currency<br />
cash flows<br />
Contractual<br />
interest<br />
cash flows<br />
highly probable<br />
commodity<br />
cash flows<br />
Q 1 63.8 -0,1 -1.9<br />
Q 2 59.9 -0,1 -5.0<br />
Q 3 26.6 -0,1 -5.0<br />
Q 4 16.3 0,0 -1.9<br />
Total in <strong>2010</strong> 166.5 -0,3 -13.8<br />
2011 -0,2 -18.3<br />
2012 -7.3<br />
2013<br />
Cash flows total 166.5 -0,4 -39.5<br />
Total nominal values of<br />
derivatives directed to<br />
hedge accounting 166.5 30.0 39.5
32 The principal Subsidiaries 31 december <strong>2010</strong><br />
Country Group’s holding, % Number of shares<br />
Shares and participations owned by the Group<br />
<strong>Metsä</strong>liitto Cooperative Finland 179,171<br />
Shares in subsidiaries<br />
In Finland<br />
alrec Boiler oy *) Finland 24.92 899<br />
oy hangö Stevedoring ab Finland 100.00 150<br />
Kemiart liners oy Finland 100.00 2,000,000<br />
logisware oy Finland 100.00 4,500<br />
ooo peterbox Russia 100.00<br />
M-real International oy Finland 100.00 10,000<br />
<strong>Metsä</strong> Group Financial Services oy Finland 51.00 25,500<br />
In other countries<br />
M-real deutsche holding Gmbh Germany 100.00<br />
M-real Fine B.V. The Netherlands 100.00 1,000<br />
M-real holding France SaS France 100.00 520,000<br />
M-real IBp deals americas ltd USa 100.00 50<br />
M-real IBp deals europe S.a. Belgium 100.00 1,000<br />
M-real Nl holding B.V. The Netherlands 100.00 15,350<br />
M-real Reinsurance aG Switzerland 100.00 19,997<br />
M-real Sverige ab Sweden 100.00 10,000,000<br />
M-real UK holdings ltd Great Britain 100.00 146,750,000<br />
* Consolidation as a subsidiary under shareholders’ agreement.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
85
Subgroups in Finland<br />
86 NoTeS To The FINaNCIal STaTeMeNT<br />
Country Group’s holding, % Number of shares<br />
M–real International Oy<br />
M-real Benelux B.V. The Netherlands 100.00 2,000<br />
M-real Benelux n.v./s.a Belgium 100.00 2,921<br />
M-real <strong>Board</strong> and paper ooo Russia 100.00 100<br />
M-real CZ, s.r.o. Czech Republic 100.00<br />
M-real deutschland Gmbh Germany 100.00 1<br />
M-real France SaS France 100.00 8,211<br />
M-real hellas ltd Greece 51.00 306<br />
M-real hong Kong ltd hong Kong 100.00 100<br />
M-real Shanghai ltd China 100.00<br />
M-real Ibéria S.a. Spain 100.00 147,871<br />
M-real Ireland ltd Ireland 100.00 5,000<br />
M-real Italia s.r.l. Italy 100.00 100,000<br />
M-real Kft hungary 100.00 30<br />
M-real ( Middle east & North africa) ltd Cyprus 100.00 742,105<br />
M-real polska Sp. Z o.o. poland 100.00 232<br />
M-real Nordic a/S denmark 100.00 36<br />
M-real Nordic aB Sweden 100.00 1,000<br />
M-real Singapore pte ltd Singapore 100.00 10,000<br />
M-real Schweiz aG Switzerland 100.00 100<br />
M-real UK ltd Great Britain 100.00 2,400<br />
M-real USa Corporation USa 100.00 180<br />
Subgroups in other countries<br />
M-real holding France SaS<br />
M-real alizay SaS France 100.00 3,203,210<br />
M-real alizay SNC France 100.00 40,000,000<br />
M-real deutsche holding Gmbh<br />
M-real Zanders Gmbh Germany 100.00 2,800,000<br />
M-real New Jersey Service Co. USa 100.00<br />
BGe eisenbahn Verkehr Gmbh 1) Germany 40.00<br />
<strong>Metsä</strong>liitto energie Gmbh Germany 80.00<br />
M-real hallein aG austria 98.60 69<br />
M-real Nl holding B.V<br />
M-real IBp deals (China) ltd China 100.00<br />
M-real IBp hK ltd hong Kong 100.00 7,009,900<br />
M-real UK holdings ltd<br />
M-real UK Services ltd Great Britain 100.00 115,800,001<br />
1) Consolidation as a subsidiary according to agreement
33 Joint ventures<br />
Joint ventures have been consolidated using line-by-line method proportionate<br />
to the M-real Group’s holding. Group’s consolidated Income statement<br />
and Balance sheet included assets, liabilities, income and costs as follows:<br />
eUR million <strong>2010</strong> 2009<br />
Non-current assets 22 24<br />
Current assets 5 4<br />
assets total 27 28<br />
Non-current liabilities 25 26<br />
Current liabilities 4 3<br />
liabilities total 29 29<br />
Sales 15 345<br />
expenses 16 293<br />
The profit for the period -1 55<br />
Significant joint ventures: Group’s holding, %<br />
oy <strong>Metsä</strong>-Botnia ab 30.0<br />
Äänevoima oy 56.25 56.25<br />
In december 2009 <strong>Metsä</strong>-Botnia’s ownership was restructured. <strong>Metsä</strong>-<br />
Botnia acquired some 9.2 per cent of its own shares. M-real’s ownership rose<br />
by three per cent to 33 per cent.<br />
M-real sold three per cent to its parent company <strong>Metsä</strong>liitto and recorded<br />
some eUR 33 million profit on sale.<br />
at balance sheet day M-real owns 30 per cent of <strong>Metsä</strong>-Botnia. M-real<br />
changed the whole <strong>Metsä</strong>-Botnia’s consolidation method from IaS 31 (Interests<br />
in Joint Ventures) to IaS 28 (Investments in associated) from 8 december<br />
2009 on.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
87
34 Contingent liabilities<br />
eUR million <strong>2010</strong> 2009<br />
For own liabilities<br />
liabilities secured by pledges<br />
pension loans 100 0<br />
pledges granted 52 0<br />
liabilities secured by mortgages<br />
loans from financial institutions 0 31<br />
pension loans 126 75<br />
other liabilities 6 0<br />
Real estate mortgages 132 106<br />
liabilities secured by chattel mortgages<br />
loans from financial institutions 3 3<br />
Chattel mortgages 3 3<br />
on behalf of Group companies<br />
pledged assets 13 0<br />
on behalf of associated companies<br />
Guarantee liabilities 0 0<br />
on behalf of others<br />
Guarantee liabilities 1 2<br />
other liabilities<br />
as security for other commitments 0 0<br />
leasing liabilities<br />
payments due in following 12 months 2 2<br />
payments later than the following 12 months 3 2<br />
Total<br />
pledges 65 0<br />
Real estate mortgages 135 109<br />
Guarantees 1 2<br />
promissory notes 0 0<br />
other liabilities 0 0<br />
leasing liabilities 5 4<br />
Total 206 115<br />
pledges granted are sister company’s shares (<strong>Metsä</strong>-Botnia)<br />
other lease commitments<br />
M-real leases various offices and warehouses under non-cancellabe operating<br />
lease agreements. Some contracts are renewable at the end of the lease<br />
period.<br />
88 NoTeS To The FINaNCIal STaTeMeNT<br />
eUR million <strong>2010</strong> 2009<br />
Unconditional purchase agreement<br />
Tangible assets<br />
payments due in following 12 months 0 0<br />
payments due later 2 1<br />
2 1<br />
other purchases<br />
payments due in following 12 months 1 1<br />
payments due later 0 0<br />
1 1<br />
Joint ventures<br />
proportionate interest in joint ventures unconditional purchase agreement,<br />
tangible assets, was eUR 0 million (0).<br />
35 Share based payment<br />
Share incentive scheme 2008–<strong>2010</strong><br />
on 16 January 2008, M-real’s <strong>Board</strong> of directors decided to adopt a share<br />
incentive scheme for 2008–<strong>2010</strong>. The scheme offers target groups the possibility<br />
to be awarded M-real Corporation’s B-shares for achieving the goals<br />
set for three incentive periods, each of one calendar year. The size of the<br />
bonus awarded under the share incentive scheme is linked to the Group’s<br />
operating profit (eBIT, 50 per cent weight) and the return on capital employed<br />
(RoCe, 50 per cent weight). The size of the bonus awarded for vesting period<br />
2009 is linked to adjusted cashflow (cashflow 2) and for <strong>2010</strong> to eBIT and<br />
adjusted cashflow (cashflow 2). The bonus payable under the share incentive<br />
scheme is paid in the form of M-real Corporation’s B-shares. In addition, an<br />
amount corresponding at maximum to the value of the shares is paid in cash<br />
to cover taxes. The achievement of the target set for the period involved<br />
determines how large a share of the maximum bonus is paid to key personnel.<br />
The bonus is not paid if the person concerned ceases to be employed<br />
before the award is paid. The person concerned must also continue to own<br />
the shares at least two years after the date of the award payment.<br />
on 16 of december <strong>2010</strong> the <strong>Board</strong> of directors of M-real Corporation has<br />
resolved on a new share-based incentive plan directed to the M-real Corporation<br />
executives. The plan includes three three-year earning periods, calendar<br />
years 2011—2013, 2012—2014 and 2013—2015. The <strong>Board</strong> of directors<br />
will decide on the earnings criteria and on targets to be established for them<br />
at the beginning of each earning period. The potential reward from the plan<br />
for the earning period 2011—2013 will be based on the M-real Corporation’s<br />
equity Ratio and the development of Return on Capital employed (RoCe) and<br />
earnings before Interest and Taxes (eBIT). each earning period is followed<br />
by subsequent two-year restriction period during which the participant is not<br />
entitled to transfer or dispose of the shares. The potential reward from the<br />
earning period 2011—2013 will be paid partly in M-real Corporation series<br />
B shares and partly in cash in 2014. The proportion to be paid in cash will<br />
cover taxes and tax-related costs arising from the reward. In the starting<br />
point the plan concerns 9 people including the members of the M-real Corporate<br />
Management Team. The rewards to be paid on the basis of the plan<br />
for the first earning period are in total maximum of approximately 1,000,000<br />
M-real Corporation series B shares.
date of issue<br />
Instrument<br />
Share incentive scheme 2008–<strong>2010</strong><br />
Issued by <strong>Board</strong>’s decision<br />
16.1.2008<br />
equity-based reward scheme<br />
2008 *) 2009 *) <strong>2010</strong> *) Total<br />
Maximum number of shares 90,000 70,000 82,500 242,500<br />
Maximum number of shares in cash 90,000 70,000 82,500 242,500<br />
exercise date 16.1.2008 5.2.2009 3.2.<strong>2010</strong><br />
Vesting period starts 1.1.2008 1.1.2009 1.1.<strong>2010</strong><br />
Vesting period ends 31.12.2008 31.12.2009 31.12.<strong>2010</strong><br />
obligation to hold shares, years 2 2 2<br />
Conditions of vesting requirements obligation to work obligation to work obligation to work<br />
Criteria eBIT,RoCe Cashflow2 eBIT,Cashflow2<br />
date of vesting requirement 1.1.2011 1.1.2012 1.1.2013<br />
Maximum validity, years 3 3 3<br />
payment shares and cash<br />
Binding time left, years 0 1 2<br />
Number of key personnel (31.12.<strong>2010</strong>) 0 7 6<br />
Realisationprice, eur 0 0 0<br />
Fair value measuring**)<br />
Share price at grant date, eUR 2.54 0.45 1.80<br />
Fair value of share at grant date*) eUR 2.42 0.45 1.80<br />
assumed dividends 0.12 0.00 0.00<br />
Share price at the end of financial period**), eUR 0.69 2.38 2.54<br />
Fair value at end of financial period 0 142,588 124,775 267,363<br />
Effect on result and financial position<br />
expense for <strong>2010</strong>, share based payment 69,757 38,970 108,727<br />
expense for <strong>2010</strong>, share based payment, settled as equity 9,967 16,163 26,130<br />
at the end 38,970 38,970<br />
amounts 1.1.<strong>2010</strong><br />
outstanding at the beginning of period 70,000 0 70,000<br />
Changes during the period<br />
Shares granted 82,500 82,500<br />
Shares forfeited 25,000 25,000<br />
Shares exercised 52,061 52,061<br />
Shares expired 17,939 17,939<br />
amounts 31.12.<strong>2010</strong><br />
outstanding at the end of period 52,061 57,500 109,561<br />
exercisable at the end of the period 0 57,500 57,500<br />
*) The amounts in the table reflect the numbers of shares to be given on the<br />
base of sharebased payment. M-real has also committed not to pay more<br />
than the value of shares in cash (tax-portion).<br />
**) The fair value of the share-settled part at exercise date was the market<br />
price of M-real’s B-share less any dividend paid before the payment of the<br />
reward. Correspodningly, the fair value of the cash-settled part is estimated<br />
on every balance sheet date until the end of incentive period. The fair value<br />
of share-based payment is recognised to the amount based on best possible<br />
estimate of the reward, which is believed to be granted. The expense recognised<br />
for share based payments was eUR 0.1 million (0).<br />
<strong>Metsä</strong>liitto Management Oy<br />
<strong>Metsä</strong>liitto Management oy has been established for the shareholding programme<br />
of the members of <strong>Metsä</strong>liitto Group’s executive Management. The<br />
members of the executive Management own the entire stock of the company.<br />
The company is consolidated in <strong>Metsä</strong>liitto Group (not M-real Group) as a<br />
unit established for a special purpose. The purpose of <strong>Metsä</strong>liitto Management<br />
oy is to acquire M-real Corporation B shares from the market or<br />
members of the executive Management at market prices. The share acquisitions<br />
have been financed using capital inputs of a total of eUR 3,850,000,<br />
of which the capital input of Kari Jordan, Chairman of the <strong>Board</strong> of M-real is<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
89
eUR 1 million and president and Ceo Mikko helander’s eUR 500,000, and a<br />
loan of eUR 15,400,000 granted by <strong>Metsä</strong>liitto Cooperative. Shares have been<br />
purchased for Kari Jordan for approximately eUR 5 million and for Mikko<br />
helander for approximately eUR 2.5 million.<br />
The loan granted by <strong>Metsä</strong>liitto Cooperative will be repaid in its entirety<br />
by 31 March 2014. If the validity of the arrangement is continued one year at<br />
a time in 2013, 2014, 2015 or 2016, the loan period will be extended correspondingly.<br />
<strong>Metsä</strong>liitto Management oy has the right to repay the loan prematurely<br />
at any time. <strong>Metsä</strong>liitto Management oy is obligated to repay the<br />
loan prematurely by selling the M-real Corporation B shares it holds if the<br />
stock exchange price of M-real Corporation B share exceeds a certain level<br />
defined in the arrangement for an extended period of time.<br />
The arrangement will remain in force until the end of 2013 and beginning<br />
of 2014, at which time the intention is to dismantle the arrangement in a<br />
manner to be decided later. The arrangement can be dismantled by merging<br />
the company with M-real Corporation or selling the M-real Corporation B<br />
shares held by the company to <strong>Metsä</strong>liitto, a party designated by <strong>Metsä</strong>liitto<br />
or a third party and liquidating the company or by selling the shares of the<br />
company to <strong>Metsä</strong>liitto. The arrangement will be extended one year at a time<br />
if, in october–November 2013, 2014, 2015 or 2016, the stock exchange price<br />
of the M-real Corporation B share is lower than the average price at which<br />
<strong>Metsä</strong>liitto Management oy acquired the M-real Corporation B shares it<br />
owns.<br />
The assignment of the M-real Corporation B shares owned by <strong>Metsä</strong>liitto<br />
Management oy is restricted during the validity of the arrangement. as a<br />
rule, the ownership of members of the executive Management in <strong>Metsä</strong>liitto<br />
Management oy will remain in force until the dismantling of the arrangement.<br />
In the M-real Group, the arrangement is processed as a share incentive<br />
scheme. Valuation is performed once after the essential terms and conditions<br />
of the arrangement have been agreed upon.<br />
In <strong>2010</strong>, eUR 0.1 million was recognised as expense in the Group’s income<br />
statement in connection with <strong>Metsä</strong>liitto Management oy’s share ownership<br />
programme.<br />
90 NoTeS To The FINaNCIal STaTeMeNT<br />
36 Related party transactions<br />
M-real´s ultimate parent company is Finnish <strong>Metsä</strong>liitto Cooperative. at 31<br />
december <strong>2010</strong> <strong>Metsä</strong>liitto owned 38.8 per cent of M-real´s shares and 60.5<br />
per cent of the voting rights.<br />
The significant other subsidiaries of <strong>Metsä</strong>liitto with whom M-real had business<br />
activities are as follows:<br />
<strong>Metsä</strong> Tissue Group<br />
<strong>Metsä</strong>-Botnia Group<br />
<strong>Metsä</strong>liitto Sverige ab<br />
<strong>Metsä</strong>liitto France<br />
The principal subsidiaries of M-real are listed in the Note 32.<br />
In december 2009 <strong>Metsä</strong>-Botnia’s ownership was restructured. <strong>Metsä</strong>-<br />
Botnia acquired some 9.2 per cent of its own shares. M-real’s ownership rose<br />
by three per cent to 33 per cent. M-real sold three per cent to its parent<br />
company <strong>Metsä</strong>liitto for eUR 49 million and recorded some eUR 33 million<br />
profit on sale in other operating income.<br />
at balance sheet day M-real owns 30 per cent (30 per cent) and <strong>Metsä</strong>liitto<br />
53 per cent (53 per cent) of the shares in <strong>Metsä</strong>-Botnia. <strong>Metsä</strong>-Botnia has<br />
been consolidated using line-by-line method proportionate to the M-real´s<br />
and <strong>Metsä</strong>liitto´s holding according to IaS 31, Interests in Joint Ventures,<br />
(income statement till 8 december 2009. From 8 december 2009 on M-real<br />
consolidates <strong>Metsä</strong>-Botnia according to IaS 28 (Investments in associated).<br />
Related party transactions with <strong>Metsä</strong>-Botnia include from 8 december 2009<br />
on in transactions with sister companies.<br />
The total wood purchases from <strong>Metsä</strong>liitto were eUR 101 million in <strong>2010</strong><br />
(192). The price used was market price.<br />
M-real Zanders partly disposed Rexlex mill to <strong>Metsä</strong> Tissue. The capital<br />
gain was some eUR 7 million and was recognised in other operating income.<br />
<strong>Metsä</strong> Group Financial Services oy owned by M-real (51 per cent) and<br />
<strong>Metsä</strong>liitto (49 per cent) is Group’s internal bank. The interest rates are<br />
market based.<br />
Transactions with Transactions with<br />
eUR million<br />
parent company sister companies<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
Sales 3 14 36 8<br />
other operating income 4 35 10 2<br />
purchases 126 192 713 136<br />
Interest income 7 -1 2 2<br />
Interest expenses 0 2 1 0<br />
Receivables<br />
Non-current receivables 49 49 4 4<br />
Current receivables 26 29 56 78<br />
liabilities<br />
Non-current liabilities 0 0 0 0<br />
Current liabilities 5 16 272 90<br />
There are no doubtful receivables in the receivables from group companies.<br />
and no bad debt was recognised during the period. No security has been<br />
given for group liabilities.<br />
The compensations paid to management are presented in the Note 7 and<br />
35. The new shareholding system of members of <strong>Metsä</strong>liitto Group’s executive<br />
Management, <strong>Metsä</strong>liitto Management oy (see Note 35). The parent<br />
company has no commitments on behalf of management nor receivables<br />
from management. Transactions with associated companies are presented<br />
in the Note 15. Joint ventures are presented in the Note 33.
37 environmental affairs<br />
eUR million <strong>2010</strong> 2009<br />
Income statement<br />
Materials and services 10 18<br />
employee costs<br />
Wages and fees 2 4<br />
other employee costs 1 1<br />
depreciation 9 13<br />
other operating expenses 3 2<br />
25 38<br />
Balance sheet<br />
Tangible assets<br />
acquisition costs, 1 Jan. 320 406<br />
Increases 7 5<br />
decreases -91<br />
depreciation -239 -223<br />
Book value, 31 dec. 88 97<br />
Provisions<br />
environmental obligations 2 1<br />
CO 2 emission allowances, continuing operations<br />
possession of emission allowances, 1,000 tonnes 819 836<br />
emission produced (2009 verified), 1,000 tonnes 778 867<br />
The sales of emission allowances (eUR million) 6.5 7.0<br />
only additional identifiable costs that are primarily intended to prevent, reduce<br />
or repair damage to the environment are included environmental costs.<br />
environmental expenditures are capitalised if they have been incurred to<br />
prevent or reduce future damage or conserve resources and bring future<br />
economic benefits.<br />
2009 figures include M-real’s share (30%) of <strong>Metsä</strong>-Botnia’s emission<br />
allowances till 8 december only.<br />
38 events after the Balance sheet date<br />
M-real started a new eUR 70 million profit improvement programme. The<br />
programme focuses on improving profitability of the paper business, as well<br />
as decreasing the variable costs of all businesses. The earlier-announced<br />
profit improvement impact of the Simpele and Kemi board investments and<br />
the closure of speciality paper production at Simpele are included in the new<br />
profit improvement programme. The full effect of the programme on operating<br />
profit, eUR 70 million, is estimated to be reached from 2012 onwards.<br />
The positive result impact in 2011 is expected to be approximately eUR 30<br />
million. Cost inflation is expected to accelerate in 2011. The combined result<br />
impact of M-real’s new profit improvement programme and the previous<br />
years’ programmes is in 2011 estimated to be eUR 90 million positive, which<br />
is expected to mostly offset the cost inflation.<br />
The annual folding boxboard capacity of the Äänekoski and Kyröskoski<br />
mills is planned to be increased by a total of approximately 70,000 tonnes.<br />
The total value of the planned investments is some eUR 30 million. The<br />
Kyroskoski investment is planned to be completed in late 2011 and the Äänekoski<br />
investment in spring 2012. Related to the planned investment M-real<br />
will start statutory negotiations at the Äänekoski board mill on 18 February<br />
2011 covering the mill workers in total of about 130 people. The maximum<br />
personnel reduction need is estimated to be 10 people. Kyröskoski investment<br />
is expected to have no personnel impact. Following the planned investments,<br />
the annual production capacity is to increase to 190,000 tonnes at<br />
Kyröskoski and to 240,000 tonnes at Äänekoski. production is planned to be<br />
directed to food packaging. even after these planned investments, M-real<br />
has good potential to further increase the production capacity of the Kyröskoski<br />
and Äänekoski mills should the market situation so require.<br />
NoTeS To The FINaNCIal STaTeMeNT<br />
91
Calculation of key ratios<br />
profitability<br />
Return on equity (%) =<br />
Return on capital employed (%) =<br />
Financial position<br />
equity ratio (%) =<br />
Gearing ratio (%) =<br />
Net gearing ratio (%) =<br />
Covenant equity ratio (%) =<br />
Covenant gearing ratio (%) =<br />
Share performace indicators<br />
earnings per share =<br />
Shareholders´equity per share =<br />
dividend per share =<br />
dividend per profit (%) =<br />
dividend yield (%) =<br />
price/earnings ratio (p/e ratio) (%) =<br />
p/BV (%) =<br />
adjusted average share price =<br />
92 CalCUlaTIoN oF Key RaTIoS<br />
profit from continuing operations before tax – direct taxes<br />
Shareholders’ equity (average)<br />
profit from continuing operations before tax + interest expenses, net exchange gains/losses and<br />
other financial expenses<br />
Total equity + interest-bearing borrowings (average)<br />
Shareholders’ equity<br />
Total assets – advance payments received<br />
Interest-bearing borrowings<br />
Shareholders’ equity<br />
Interest-bearing borrowings – liquid funds – interest-bearing receivables<br />
Shareholders’ equity<br />
Shareholders’ equity + deferred tax liabilities<br />
Total assets – advance payments received<br />
Interest-bearing borrowings – liquid funds – interest-bearing receivables<br />
Shareholders’ equity + cumulative impairment losses (max eUR 300 million)<br />
profit attributable to shareholders of parent company<br />
adjusted number of shares (average)<br />
equity attributable to shareholders of parent company<br />
adjusted number of shares at 31 december<br />
dividends<br />
adjusted number of shares at 31 december<br />
dividend per share<br />
earnings per share<br />
dividend per share<br />
Share price at 31 december<br />
adjusted share price at 31 december<br />
earnings per share<br />
adjusted share price at 31 december<br />
Shareholders’ equity per share<br />
Total traded volume per share (eUR)<br />
average adjusted number of shares traded during the financial year<br />
Market capitalization = Number of shares x market price at 31 december<br />
other key figures<br />
Internal financing of capital<br />
expenditure (%)<br />
Interest cover =<br />
Net cash flow arising from operating<br />
activities<br />
=<br />
Net cash flow arising from operating activities<br />
Gross capital expenditure<br />
Net cash flow arising from operating activities + net interest expenses<br />
Net interest expenses<br />
= Net cash flow arising from operating activities in the cash flow statement
parent company accounts (Finnish accounting standards, FAS)<br />
Income statement<br />
eUR million Note 1.1–31.12 .<strong>2010</strong> 1.1–31.12 .2009<br />
Sales (1) 1,181 942<br />
Change in stocks of finished goods<br />
and in work 21 -3<br />
other operating income (2) 61 95<br />
Materials and services<br />
Raw materials and consumables<br />
purchases during the financial period -743 -584<br />
Change in inventories 3 -3<br />
external services (3) -162 -125<br />
-902 -712<br />
employee costs (4)<br />
Wages and salaries -58 -54<br />
Social security expenses<br />
pension expenses -15 -16<br />
other social security expenses -32 -31<br />
-105 -101<br />
depreciation, amortisation and impairment charges (5)<br />
depreciation according to plan -61 -66<br />
Impairment charges -11<br />
-72 -66<br />
other operating expenses -94 -137<br />
Operating result 90 18<br />
Financial income and expenses (6, 7)<br />
Interest income from non-current investments<br />
Income from Group companies 7 2<br />
Income from associated companies 225<br />
other interest and similar income<br />
other interest and similar income 29 43<br />
Net exchange gains/losses -36 -15<br />
Write-downs on non-current investments -119 -332<br />
other interest and similar expenses -86 -112<br />
-205 -189<br />
Loss before extraordinary items -115 -171<br />
extraordinary income and expenses (8)<br />
extraordinary income 13<br />
13<br />
Loss before appropriations and taxes -102 -171<br />
appropriations<br />
Change in depreciation differences 62 50<br />
Income taxes (9)<br />
Loss for the financial period -40 -121<br />
paReNT CoMpaNy aCCoUNTS (FINNISh aCCoUNTING STaNdaRdS, FaS)<br />
93
parent company accounts<br />
Balance sheet<br />
eUR million Note 31.12.<strong>2010</strong> 31.12.2009<br />
ASSETS<br />
Non-current assets<br />
Intangible assets (10)<br />
Intangible rights 13 18<br />
other capitalized expenditure 4 5<br />
17 23<br />
Tangible assets (11)<br />
land and water areas 12 13<br />
Buildings 124 135<br />
Machinery and equipment 333 378<br />
other tangible assets 4 4<br />
advance payment and construction in<br />
progress 15 2<br />
488 532<br />
Investments (12)<br />
Shares in Group companies 626 626<br />
Receivables from Group companies 84 84<br />
Shares in associated companies 98 158<br />
other shares and holdings 30 60<br />
838 928<br />
1,343 1,483<br />
Current assets<br />
Inventories<br />
Raw materials and consumables 36 32<br />
Work in progress 2 2<br />
Finished goods and goods for resale 92 72<br />
advance payment 4 2<br />
134 108<br />
Receivables (13, 14, 15, 16)<br />
Current<br />
accounts receivables 157 123<br />
Receivables from Group companies 596 879<br />
Receivables from associated companies 7 7<br />
other receivables 18 21<br />
prepayment and accrued income 41 41<br />
819 1,071<br />
Cash and cash equivalents 7 2<br />
Total assets 2,303 2,664<br />
94 paReNT CoMpaNy aCCoUNTS<br />
eUR million Note 31.12.<strong>2010</strong> 31.12.2009<br />
EQUITY AND LIABILITIES<br />
Shareholders´equity (17)<br />
Share capital 558 558<br />
Share premium account 664 664<br />
Retained earnings -343 -222<br />
loss for the financial period -40 -121<br />
839 879<br />
Appropriations<br />
accumulated depreciation difference 139 200<br />
Provisions (18)<br />
provisions for pensions 9 10<br />
other provisions 17 50<br />
26 60<br />
Liabilities<br />
Non-current (19, 20, 21)<br />
Bond loans 691 736<br />
loans from financial institutions 41 63<br />
pension loans 198 61<br />
other liabilities 2 4<br />
932 864<br />
Current (19, 20, 22, 23)<br />
Bond loans 52 339<br />
loans from financial institutions 22 22<br />
pension loans 29 39<br />
advance payments 4 3<br />
accounts payable 57 49<br />
payables to Group companies 131 148<br />
payables to associated companies 1 1<br />
other liabilities 10 9<br />
accruals and deferred income 61 51<br />
367 661<br />
1,299 1,525<br />
Total equity and liabilities 2,303 2,664
parent company accounts<br />
Cash flow statement<br />
eUR million <strong>2010</strong> 2009<br />
Cash flow from Operating Activities<br />
operating profit 90 18<br />
adjustments to operating profit a) 11 16<br />
Change in net working capital b) -40 4<br />
Interest -56 -66<br />
dividends received 7 227<br />
other financial items -104 -22<br />
Taxes 0<br />
Net cash flow from operations -92 177<br />
Investments<br />
purchase of shares -2 -365<br />
purchase of other fixed assets -26 -16<br />
Sale of shares 41 142<br />
Sale of other fixed assets 28 8<br />
Increase in other non-current investments<br />
decrease in other non-current investments 255<br />
Total cash used in investments 41 24<br />
Cash flow before financing -51 201<br />
Financing<br />
Increase in non-current liabilities 160 60<br />
decrease in non-current liabilities -386 -423<br />
Increase (-) or decrease (+) in interest-bearing non-current receivables 299 -341<br />
Increase (-) or decrease (+) in interest-bearing current receivables -30 90<br />
dividends paid<br />
Group contribution 13 16<br />
Total financing 56 -598<br />
Change in liquid funds 5 -397<br />
liquid funds at 1 Jan. 2 399<br />
Liquid funds at 31 Dec. 7 2<br />
a) adjustments to operating profit<br />
depreciation 72 66<br />
Gains (+) or losses (-) on sale of fixed assets -26 -43<br />
Change in provisions -35 -7<br />
Total 11 16<br />
b) Change in net working capital<br />
Increase (-) or decrease (+) in stocks -27 15<br />
Increase (-) or decrease (+) in non-interest bearing receivables -46 64<br />
Increase (+) or decrease (-) in non-interest bearing current liabilities 33 -75<br />
Total -40 4<br />
paReNT CoMpaNy aCCoUNTS<br />
95
parent company accounting policies<br />
M-real Corporation’s financial statements have been prepared in<br />
accordance with Finnish accounting standards (FaS).<br />
Sales<br />
Sales are calculated after deduction of indirect sales taxes, trade<br />
discounts and other items adjusting sales.<br />
Exchange rate differences<br />
Foreign exchange gains and losses have been booked to net exchange<br />
gains/losses under financial income and expense. open and actual<br />
foreign exchange differences hedging sales are recorded immediately<br />
to financial income and expenses in the income statement.<br />
Transactions in foreign currency<br />
Transactions in foreign currency have been booked at the exchange<br />
rate on the day of the transaction.<br />
at the balance sheet date, receivables and liabilities denominated<br />
in foreign currency have been translated into euros at the exchange<br />
rate quoted by the european Central Bank at the balance sheet date.<br />
Pensions and pension funding<br />
Statutory pension security is handled by pension insurance companies<br />
outside the Group. In addition to statutory pension security,<br />
some salaried employees have supplementary pension arrangements<br />
which are either insured, arranged through the <strong>Metsä</strong>liitto<br />
employees’ pension Foundation or are an unfunded liability of the<br />
company. The <strong>Metsä</strong>liitto employees’ pension Foundation is fully<br />
funded based on the current value of its assets.<br />
pension insurance premiums have been periodized to correspond<br />
to the accrual-based wages and salaries given in the financial statements.<br />
Research and development expenditure<br />
Research and development expenditure is recorded as an expense<br />
in the relevant financial period.<br />
Inventories<br />
Inventories are measured at the lower of cost or net realizable value.<br />
In measuring inventories, the FIFo principle is observed or, alternatively,<br />
the weighted average price method.<br />
96 paReNT CoMpaNy aCCoUNTING polICIeS<br />
Property, plant and equipment and depreciation<br />
The carrying values of property, plant and equipment are based on<br />
original acquisition costs less depreciation according to plan and<br />
impairment losses.<br />
Straight-line depreciation according to plan is based on the estimated<br />
useful life of the asset as follows:<br />
Buildings and constructions 20–40 years<br />
heavy power plant machinery 20–40 years<br />
other heavy machinery 15–20 years<br />
lightweight machinery and equipment 5–15 years<br />
other items 5–10 years<br />
depreciation is not recorded on the purchase cost of land and water<br />
areas.<br />
Leasing<br />
lease payments are treated as rental expenses.<br />
Environmental expenditure<br />
environmental expenditure comprises the specifiable expenses of<br />
environmental protection measures aiming primarily at combating,<br />
remedying or alleviating environmental damage.<br />
Extraordinary income and expenses<br />
Group contribution, paid and received, are presented in the income<br />
statement as extraordinary items, only. The tax effect of extraordinary<br />
items is presented in the notes to the financial statements.<br />
Appropriations<br />
Finnish tax legislation offers the possibility to deduct expenses prematurely<br />
from the profit for the financial year and to transfer them<br />
to the balance sheet as provisions. The items are taken into account<br />
in tax filings only if they have been entered in the accounts. These<br />
items are presented in the appropriations in the income statement.<br />
among such items are depreciation on property, plant and equipment<br />
in excess of plan, which is stated as a depreciation difference in the<br />
balance sheet and as a change in the depreciation difference in the<br />
income statement.<br />
Provisions<br />
Future costs and losses to which the Group is committed and which<br />
are likely to be realized are included in the income statement under<br />
the appropriate expense heading and in the balance sheet under<br />
provisions for future costs whenever the precise amount and the<br />
time of occurrence are not known and in other cases they are included<br />
in accrued liabilities. These can be, for example, the pension liability<br />
or costs of discontinued operations and restructuring costs.
Notes to the parent company<br />
financial statements<br />
eUR million <strong>2010</strong> 2009<br />
1. Sales<br />
owing to the Group structure, the sales of the parent company<br />
has not been broken down by segments and market.<br />
2. Other operating income<br />
Rental income 2 2<br />
Gains on disposal of fixed assets 26 43<br />
Service revenue 6 7<br />
Government grants 1 2<br />
other allowances and subsidies 16 21<br />
other 10 20<br />
61 95<br />
3. External services<br />
logistics expenses 111 82<br />
other external services 51 43<br />
162 125<br />
external services include production related services and logistics<br />
expenses of sold products. In 2009 logistics expenses of sold<br />
products were partly showed in other operating expenses. 2009’s<br />
figures have been restated to match new grouping. other operating<br />
expenses include among others other than production related<br />
services, energy costs, real estate costs and administration costs.<br />
4. Empoyee costs<br />
Wages and salaries for working hours 58 54<br />
pension expenses 15 16<br />
other social security expenses 32 31<br />
105 101<br />
Salaries and emoluments paid to management<br />
Managing director and their alternates 1.4 0.8<br />
Members of the <strong>Board</strong> and deputies 0.6 0.5<br />
2.0 1.3<br />
Main auditors fees<br />
Fees paid to pricewaterhouse Coopers were as<br />
follows:<br />
audit fees 0.3 0.2<br />
Tax consultancy<br />
other fees 0.0 0.2<br />
0.3 0.4<br />
The audit fees are paid for the audit of the annual and quarterly financial<br />
statements. Tax consultancy fees are the fees paid for the consultancy<br />
services and the like.<br />
5. Depreciation according to plan and impairment charges<br />
depreciation according to plan<br />
Intangible rights 4 6<br />
Goodwill<br />
other capitalized expenditure 1 1<br />
Buildings and constructions 9 9<br />
Machinery and equipment 46 49<br />
other tangible assets 1 1<br />
Total depreciation according to plan 61 66<br />
Impairment changes<br />
Machinery 11<br />
depreciation difference -56 -50<br />
Total depreciation 16 16<br />
eUR million <strong>2010</strong> 2009<br />
6. Financial income and expenses<br />
dividend income 7 227<br />
Interest income from non-current investments 11 17<br />
other interest income 18 26<br />
Write-downs on non-current investments -119 -332<br />
Interest expenses -84 -106<br />
other financial expenses -2 -6<br />
-169 -174<br />
Net exchange differences -36 -15<br />
Financial income and expenses, total -205 -189<br />
7. Exchange differences in Income statement<br />
exchange differences on sales 4 1<br />
exchange differences on purchases 0<br />
exchange differences on financing -40 -16<br />
Exchange differences, total -36 -15<br />
8. Extraordinary income and expenses<br />
extraordinary income 0<br />
Group contribution received 13 0<br />
13<br />
9. Income taxes<br />
Income taxes for the financial period 0 0<br />
Income taxes for previous periods<br />
0 0<br />
Income taxes on ordinary operations 0 0<br />
Income taxes on extraordinary items 0 0<br />
10. Intangible assets<br />
Intangible rights<br />
acquisition costs, 1 Jan. 109 111<br />
Increases 5 5<br />
Transfers between items<br />
decreases -10 -7<br />
acquisition costs, 31 dec. 104 109<br />
accumulated depreciation, 1 Jan. -91 -85<br />
accumulated depreciation on deduction and<br />
transfers 4<br />
depreciation for the period -4 -6<br />
accumulated depreciation, 31 dec. -91 -91<br />
Book value, 31 dec. 13 18<br />
Goodwill<br />
acquisition costs, 1 Jan. 20 20<br />
acquisition costs, 31 dec. 20 20<br />
accumulated depreciation, 1 Jan. -20 -20<br />
depreciation for the period<br />
accumulated depreciation, 31 dec. -20 -20<br />
Book value, 31 dec.<br />
NoTeS To The paReNT CoMpaNy FINaNCIal STaTeMeNTS<br />
97
eUR million <strong>2010</strong> 2009<br />
Other capitalized expenditure<br />
acquisition costs, 1 Jan. 15 15<br />
Increases<br />
decreases<br />
acquisition costs, 31 dec. 15 15<br />
accumulated depreciation, 1 Jan. -10 -9<br />
accumulated depreciation on<br />
deduction and transfers<br />
depreciation for the period -1 -1<br />
accumulated depreciation, 31 dec. -11 -10<br />
Book value, 31 dec. 4 5<br />
11. Tangible assets<br />
Land and water areas<br />
acquisition costs, 1 Jan. 13 12<br />
Increases 1<br />
decreases -1<br />
acquisition costs, 31 dec. 12 13<br />
Book value, 31 dec. 12 13<br />
Buildings<br />
acquisition costs, 1 Jan. 262 261<br />
Increases 1 1<br />
Transfers between items<br />
decreases<br />
acquisition costs, 31 dec. 263 262<br />
accumulated depreciation, 1 Jan. -127 -117<br />
accumulated depreciation on<br />
deduction and transfers<br />
depreciation for the period -12 -10<br />
accumulated depreciation, 31 dec. -139 -127<br />
Book value, 31 dec. 124 135<br />
Machinery and equipment<br />
acquisition costs, 1 Jan. 1,201 1,190<br />
Increases 11 8<br />
Transfers between items 1 3<br />
decreases -6<br />
acquisition costs, 31 dec. 1,207 1,201<br />
accumulated depreciation, 1 Jan. -823 -773<br />
accumulated depreciation on<br />
deduction and transfers<br />
depreciation for the period -51 -50<br />
accumulated depreciation, 31 dec. -874 -823<br />
Book value, 31 dec. 333 378<br />
production machinery and equipment, 31 dec. 324 370<br />
98 paReNT CoMpaNy aCCoUNTING polICIeS<br />
eUR million <strong>2010</strong> 2009<br />
Other tangible assets<br />
acquisition costs, 1 Jan. 9 9<br />
Increases<br />
decreases 0<br />
acquisition costs, 31 dec. 9 9<br />
accumulated depreciation, 1 Jan. -5 -5<br />
accumulated depreciation on<br />
deduction and transfers<br />
depreciation for the period 0<br />
accumulated depreciation, 31 dec. -5 -5<br />
Book value, 31 dec. 4 4<br />
Construction in progress<br />
acquisition costs, 1 Jan. 2 3<br />
Increases 15 3<br />
Transfers between items -2 -3<br />
decreases -1<br />
acquisition costs, 31 dec. 15 2<br />
Book value, 31 dec. 15 2<br />
The undepreciated portion of capitalized interest expenses under the<br />
balance sheet item ”Buildings and constructions” at 31 dec. <strong>2010</strong> was<br />
eUR 0.0 million (2009: eUR 0.0 million) and under the balance sheet item<br />
”Machinery and equipment” it was eUR 1.7 million (2009: eUR 2,1 million).<br />
There were no capitalized interest expenses during the <strong>2010</strong> financial year<br />
(2009 eUR 0,0 million).<br />
12. Investments<br />
Shares in Group companies<br />
acquisition costs, 1 Jan. 626 590<br />
Increases 362<br />
decreases -1<br />
Write-down -325<br />
acquisition costs, 31 dec. 626 626<br />
Book value, 31 dec. 626 626<br />
Shares in associated companies<br />
acquisition costs, 1 Jan. 158 255<br />
Write-down -60<br />
decreases -97<br />
acquisition costs, 31 dec. 98 158<br />
Book value, 31 dec. 98 158<br />
Other shares and holdings<br />
acquisition costs, 1 Jan. 60 60<br />
Increases 2 3<br />
decreases -32 -3<br />
acquisition costs, 31 dec. 30 60<br />
Book value, 31 dec. 30 60
eUR million <strong>2010</strong> 2009<br />
Receivables from group companies<br />
acquisition costs, 1 Jan. 84 119<br />
Increases 988<br />
decreases -1,023<br />
Transfers between items<br />
acquisition costs, 31 dec. 84 84<br />
Book value, 31 dec. 84 84<br />
Receivables from associated companies<br />
acquisition costs, 1 Jan.<br />
Increases<br />
decreases<br />
Transfers between items<br />
acquisition costs, 31 dec.<br />
Book value, 31 dec.<br />
Other receivables<br />
acquisition costs, 1 Jan. 220<br />
Increases<br />
Transfers between items -220<br />
acquisition costs, 31 dec.<br />
Book value, 31 dec.<br />
Investment, total<br />
acquisition costs, 1 Jan. 928 1,244<br />
Increases 2 1,353<br />
decreases -32 -1,344<br />
Transfers between items<br />
Write-down -60 -325<br />
acquisition costs, 31 dec. 838 928<br />
Book value, 31 dec. 838 928<br />
13. Loan receivables from management<br />
There are no loan receivables from the managing directors, members of the<br />
<strong>Board</strong> of directors and their deputies as well as persons belonging to<br />
similar bodies.<br />
eUR million <strong>2010</strong> 2009<br />
14. Current receivables<br />
Receivables from Group companies<br />
accounts receivables 15 5<br />
loan receivables 553 333<br />
other receivables 18 524<br />
prepayment and accrued income 10 17<br />
Receivables from associated companies<br />
accounts receivables<br />
loan receivables 7 7<br />
accrued income<br />
other receivables<br />
accounts receivables 157 123<br />
loan receivables<br />
other receivables 18 21<br />
prepayment and accrued income 41 41<br />
819 1,071<br />
15. Prepayment and accrued income<br />
Insurance<br />
Taxes 37 37<br />
others 4 4<br />
41 41<br />
16. Interest-bearing receivables<br />
loan receivables and other non-current assets 84 84<br />
liquid funds and other current assets 567 861<br />
651 945<br />
17. Shareholders’ equity<br />
Share capital, 1 Jan.<br />
Series a shares 62 62<br />
Series B shares 496 496<br />
Share capital, 31 dec. 558 558<br />
Share premium account, 1 Jan./31 dec. 664 664<br />
Restricted equity, total 1,222 1,222<br />
Retained earnings, 1 Jan. -343 -222<br />
dividends paid<br />
loss for the period -40 -121<br />
Retained earnings, 31 dec. -383 -343<br />
Unrestricted equity, total -383 -343<br />
Shareholders’ equity, total 839 879<br />
paReNT CoMpaNy aCCoUNTING polICIeS<br />
99
eUR million 1.1. Increase decrease 31.12.<br />
18. Provisions<br />
provisions for pension 2 1 3<br />
provisions for unemployment<br />
pension costs 8 3 -5 6<br />
Restructuring 32 2 -24 10<br />
provision for rental costs 5 1 -1 5<br />
other provisions 13 1 -12 2<br />
60 8 -42 26<br />
eUR million <strong>2010</strong> 2009<br />
19. Liabilities<br />
Non-current<br />
Non-interest-bearing 2 4<br />
Interest-bearing 930 860<br />
932 864<br />
Current<br />
Non-interest-bearing 188 155<br />
Interest-bearing 179 506<br />
367 661<br />
Bonds Interest-% eUR million<br />
2002–2012 9.20 103 101<br />
2002–2014 9.40 91 85<br />
2004–2011 3.33 30 30<br />
2004–2011 3.51 10 10<br />
2004–2011 3.58 12 13<br />
2006–<strong>2010</strong> 5.59 339<br />
2006–2013 9.25 497 497<br />
Total 743 1,075<br />
100 paReNT CoMpaNy aCCoUNTING polICIeS<br />
eUR million <strong>2010</strong><br />
20. Non-current debts with amortization plan<br />
Bonds<br />
2011 52<br />
2012 103<br />
2013 497<br />
2014 91<br />
2015<br />
2016<br />
Total, at the end of the financial period 743<br />
loans from financial institutions<br />
2011 22<br />
2012 23<br />
2013 18<br />
2014<br />
2015<br />
2016<br />
Total, at the end of the financial period 63<br />
pension loans<br />
2011 29<br />
2012 28<br />
2013 39<br />
2014 28<br />
2015 18<br />
2016 84<br />
Total, at the end of the financial period 226<br />
Total<br />
2011 103<br />
2012 154<br />
2013 555<br />
2014 119<br />
2015 18<br />
2016 84<br />
Total, at the end of the financial period 1,033<br />
21. Non-current liabilities <strong>2010</strong> 2009<br />
other liabilities<br />
Bonds 691 736<br />
loans from financial institutions 41 63<br />
pension loans 198 61<br />
other liabilities 2 4<br />
932 864<br />
22. Current liabilities<br />
liabilities from Group companies 131 148<br />
liabilities from associated companies 1 1<br />
other liabilities<br />
Bonds 52 339<br />
loans from financial institutions 22 22<br />
pension loans 29 39<br />
advance payment 4 3<br />
accounts payable 57 49<br />
other liabilities 10 9<br />
accruals and deferred income 61 51<br />
367 661
eUR million <strong>2010</strong> 2009<br />
23. Accruals and deferred income<br />
Current<br />
Insurance 4 4<br />
personnel expenses 16 15<br />
Interests 12 13<br />
accruals of purchases 4 11<br />
Freight costs 1 1<br />
discounts 15 13<br />
others 9 -6<br />
61 51<br />
24. Contingent liabilities<br />
For own liabilities<br />
liabilities secured by pledges<br />
pension loans 100<br />
pledges granted 52<br />
liabilities secured by mortgages<br />
loans from financial institutions 31<br />
pension loans 126 75<br />
other liabilities 6<br />
Real estate mortgages 132 106<br />
on behalf of Group companies<br />
pledges 13<br />
Guarantees 1,338 1,557<br />
on behalf of others<br />
Guarantees 1<br />
leasing commitments<br />
payments due in the following year 1 1<br />
payments due in subsequent years 2 1<br />
Total<br />
Real estate mortgages 132 106<br />
pledges 65<br />
Guarantees 1,338 1,559<br />
leasing liabilities 3 2<br />
1,538 1,666<br />
eUR million <strong>2010</strong> 2009<br />
25. Environmental items<br />
Income statement<br />
Materials and consumables 4 3<br />
employees costs<br />
Wages and salaries 1 1<br />
Social security costs<br />
depreciation 3 3<br />
other operating charges 2 2<br />
10 9<br />
Balance sheet<br />
Intangible and tangible assets<br />
acquisition costs, 1 Jan. 69 69<br />
Increases 1 1<br />
decreases -1<br />
depreciation -33 -29<br />
Book value, 31 dec. 37 40<br />
provisions<br />
other provisions 2 1<br />
only additional identifiable costs that are primarily intended to prevent, reduce<br />
or repair damage to the environment are included environmental costs.<br />
environmental expenditures are capitalised if they have been incurred to<br />
prevent or reduce future damage or conserve resources and bring future<br />
economic benefits.<br />
paReNT CoMpaNy aCCoUNTING polICIeS<br />
101
The <strong>Board</strong>´s proposal for<br />
the distribution of profits<br />
The distributable funds of the parent company are eUR -382,932,705.40 of which the result for the period is eUR -40,145,050.84. The <strong>Board</strong><br />
of directors proposes to the annual General Meeting that no dividend to be paid and the result for the period to be transferred to the retained<br />
earnings account.<br />
No material changes have been taken place in respect of the company´s financial position after the balance sheet date. The liquidity of the<br />
company is good.<br />
102 The BoaRd´S pRopoSal FoR The dISTRIBUTIoN oF pRoFITS<br />
espoo, 10 February 2011<br />
Kari Jordan Martti asunta Mikael aminoff<br />
Kirsi Komi Kai Korhonen liisa leino<br />
Juha Niemelä antti Tanskanen erkki Varis<br />
Mikko helander<br />
Ceo
Auditor’s Report (Translation from the Finnish original)<br />
To the <strong>Annual</strong> General Meeting of<br />
M-real Corporation<br />
We have audited the accounting records, the<br />
financial statements, the <strong>report</strong> of the <strong>Board</strong><br />
of directors and the administration of M-real<br />
Corporation for the year ended 31 december,<br />
<strong>2010</strong>. The financial statements comprise the<br />
consolidated statement of financial position,<br />
statement of comprehensive income, statement<br />
of changes in equity and statement of<br />
cash flows, and notes to the consolidated<br />
financial statements, as well as the parent<br />
company’s balance sheet, income statement,<br />
cash flow statement and notes to the financial<br />
statements.<br />
Responsibility of the <strong>Board</strong> of<br />
Directors and the Managing Director<br />
The <strong>Board</strong> of directors and the Managing<br />
director are responsible for the preparation<br />
of consolidated financial statements that give<br />
a true and fair view in accordance with International<br />
Financial Reporting Standards<br />
(IFRS) as adopted by the eU, as well as for<br />
the preparation of financial statements and<br />
the <strong>report</strong> of the <strong>Board</strong> of directors that give<br />
a true and fair view in accordance with the<br />
laws and regulations governing the preparation<br />
of the financial statements and the <strong>report</strong><br />
of the <strong>Board</strong> of directors in Finland. The<br />
<strong>Board</strong> of directors is responsible for the<br />
appropriate arrangement of the control of<br />
the company’s accounts and finances, and<br />
the Managing director shall see to it that the<br />
accounts of the company are in compliance<br />
with the law and that its financial affairs have<br />
been arranged in a reliable manner.<br />
Auditor’s Responsibility<br />
our responsibility is to express an opinion on<br />
the financial statements, on the consolidated<br />
financial statements and on the <strong>report</strong> of the<br />
<strong>Board</strong> of directors based on our audit. The<br />
auditing act requires that we comply with<br />
the requirements of professional ethics. We<br />
conducted our audit in accordance with good<br />
auditing practice in Finland. Good auditing<br />
practice requires that we plan and perform<br />
the audit to obtain reasonable assurance<br />
about whether the financial statements and<br />
the <strong>report</strong> of the <strong>Board</strong> of directors are free<br />
from material misstatement, and whether<br />
the members of the <strong>Board</strong> of directors of the<br />
parent company or the Managing director<br />
are guilty of an act or negligence which may<br />
result in liability in damages towards the<br />
company or whether they have violated the<br />
limited liability Companies act or the articles<br />
of association of the company.<br />
an audit involves performing procedures<br />
to obtain audit evidence about the amounts<br />
and disclosures in the financial statements<br />
and the <strong>report</strong> of the <strong>Board</strong> of directors. The<br />
procedures selected depend on the auditor’s<br />
judgment, including the assessment of the<br />
risks of material misstatement, whether due<br />
to fraud or error. In making those risk<br />
assessments, the auditor considers internal<br />
control relevant to the entity’s preparation of<br />
financial statements and <strong>report</strong> of the <strong>Board</strong><br />
of directors that give a true and fair view in<br />
order to design audit procedures that are<br />
appropriate in the circumstances, but not for<br />
the purpose of expressing an opinion on the<br />
effectiveness of the company’s internal control.<br />
an audit also includes evaluating the<br />
appropriateness of accounting policies used<br />
and the reasonableness of accounting estimates<br />
made by management, as well as<br />
evaluating the overall presentation of the<br />
financial statements and the <strong>report</strong> of the<br />
<strong>Board</strong> of directors.<br />
We believe that the audit evidence we have<br />
obtained is sufficient and appropriate to provide<br />
a basis for our audit opinion.<br />
Opinion on the Consolidated Financial<br />
Statements<br />
In our opinion, the consolidated financial<br />
statements give a true and fair view of the<br />
financial position, financial performance, and<br />
cash flows of the group in accordance with<br />
International Financial Reporting Standards<br />
(IFRS) as adopted by the eU.<br />
Opinion on the Company’s Financial<br />
Statements and the Report of the<br />
<strong>Board</strong> of Directors<br />
In our opinion, the financial statements and<br />
the <strong>report</strong> of the <strong>Board</strong> of directors give a<br />
true and fair view of both the consolidated<br />
and the parent company’s financial performance<br />
and financial position in accordance<br />
with the laws and regulations governing the<br />
preparation of the financial statements and<br />
the <strong>report</strong> of the <strong>Board</strong> of directors in Finland.<br />
The information in the <strong>report</strong> of the<br />
<strong>Board</strong> of directors is consistent with the<br />
information in the financial statements.<br />
Other Opinions<br />
We support that the financial statements and<br />
the consolidated financial statements should<br />
be adopted. The proposal by the <strong>Board</strong> of<br />
directors regarding the consideration of the<br />
annual result and the payment of dividend is<br />
in compliance with the limited liability Companies<br />
act. We support that the Members of<br />
the <strong>Board</strong> of directors and the Managing<br />
director of the parent company should be<br />
discharged from liability for the financial<br />
period audited by us.<br />
espoo, 28 February 2011<br />
pricewaterhouseCoopers oy<br />
authorised public accountants<br />
Johan Kronberg<br />
authorised public accountant<br />
aUdIToR’S RepoRT (TRaNSlaTIoN FRoM The FINNISh oRIGINal)<br />
103
Corporate Governance statement<br />
this statement describing the corporate governance<br />
of m-real Corporation (m-real or<br />
Company) has been issued as a separate<br />
statement pursuant to section 6 of Chapter<br />
2 of the securities markets act and is published<br />
concurrently with the Company’s<br />
financial statements and <strong>report</strong> of the <strong>Board</strong><br />
of Directors.<br />
m-real is a Finnish public limited company<br />
whose a and B series shares are subject to<br />
public trading on the mid Cap list of nasDaQ<br />
omX Helsinki Ltd. (Helsinki stock exchange).<br />
m-real’s administration is governed by Finnish<br />
laws and the regulations and rules set<br />
out pursuant to such laws. m-real also follows<br />
the rules and recommendations of the<br />
Helsinki stock exchange as applicable to<br />
listed companies.<br />
m-real prepares its financial statements<br />
and interim <strong>report</strong>s according to the International<br />
Financial <strong>report</strong>ing standards<br />
(IFrs). the financial statement documents<br />
are prepared and published in Finnish and<br />
english.<br />
m-real’s headquarters are located in<br />
espoo, Finland. the Company’s registered<br />
domicile is Helsinki.<br />
M-real’s administration and<br />
governance structure<br />
the Company’s statutory bodies include the<br />
General meeting of shareholders, the <strong>Board</strong><br />
Corporate Governance in M-real<br />
INSIDER GUIDELINES<br />
104 Corporate GovernanCe statement<br />
Financial and<br />
Audit Committee<br />
SHAREHOLDERS’ MEETING<br />
DEPUTY TO CEO<br />
BOARD OF DIRECTORS<br />
BOARD COMMITTEES<br />
Nomination and<br />
Compensation Committee<br />
CEO<br />
of Directors, the Ceo and the Deputy Ceo.<br />
In addition, a Corporate management team<br />
assists the Ceo in the operative management<br />
of the Company and coordinating its operations.<br />
the tasks and responsibilities of the<br />
different bodies are specified pursuant to the<br />
Finnish Companies act.<br />
In m-real’s existing organisation, business<br />
areas are defined such that each business<br />
area is responsible for its own sales as well<br />
as production, and thus has a clear profit<br />
responsibility. m-real’s business areas are<br />
Consumer packaging, office papers, speciality<br />
papers, and market pulp and energy.<br />
Application of the Finnish Corporate<br />
Governance Code<br />
as a Finnish listed company, m-real applies<br />
the Finnish Corporate Governance Code<br />
(www.cgfinland.fi). this statement is compliant<br />
with recommendation 51 of the code.<br />
m-real deviates from recommendation 26 of<br />
the code as follows: erkki varis, member of<br />
the audit Committee, is the former managing<br />
Director of the Company’s associated company<br />
oy metsä-Botnia ab (until 2008) and is<br />
thus not independent of the Company in<br />
terms of an overall evaluation. the <strong>Board</strong> of<br />
Directors considers it important for the audit<br />
Committee to have specific know-how and<br />
competence in the Company’s industry in the<br />
prevailing circumstances.<br />
CORPORATE<br />
MANAGEMENT<br />
TEAM<br />
INTERNAL AUDITING | AUDITING<br />
General Meeting<br />
the General meeting of shareholders is the<br />
Company’s highest decision-making body<br />
where shareholders use their decision-making<br />
power. each shareholder is entitled to<br />
participate in a General meeting by following<br />
the procedure described in the notice to the<br />
General meeting.<br />
according to the Finnish Companies act, the<br />
General meeting decides on the following<br />
matters, among others:<br />
• amending the articles of association<br />
• approving the financial statements<br />
• profit distribution<br />
• mergers and demergers<br />
• acquisition and transfer of own shares<br />
• appointing the members of the <strong>Board</strong> and<br />
specifying their compensation and the<br />
compensation for <strong>Board</strong> committee members<br />
• appointing the auditor and specifying its<br />
compensation.<br />
shareholders are entitled to put forward a<br />
matter pertaining to the General meeting to<br />
be addressed when the shareholder delivers<br />
a written request to this effect so well in<br />
advance that the matter can be included in<br />
the notice to the meeting. In addition, the<br />
shareholder has a right to present questions
on the items on the agenda of the General<br />
meeting.<br />
a shareholder is entitled to participate in<br />
a General meeting when he/she is included<br />
in the register of shareholders eight (8) working<br />
days before the General meeting. an<br />
annual General meeting takes place each<br />
year in June at the latest.<br />
an extraordinary General meeting will<br />
convene if the <strong>Board</strong> finds it necessary, or if<br />
the auditor or shareholders representing at<br />
least 10 per cent of all shares deliver a written<br />
request to this effect in order to process<br />
a specified matter.<br />
<strong>Board</strong> of Directors<br />
the <strong>Board</strong> of Directors is responsible for the<br />
Company’s administration and arranging the<br />
Company’s operations properly according to<br />
applicable laws, the articles of association<br />
and good corporate governance. taking into<br />
account the scope and quality of the Company’s<br />
operations, the <strong>Board</strong> takes care of<br />
matters that are far-reaching and unusual,<br />
and do not belong to the Company’s day-today<br />
business operations. the <strong>Board</strong> supervises<br />
m-real’s operations and management<br />
and decides on the corporate strategy, major<br />
investments, the Company’s organisation<br />
structure and significant financing matters.<br />
the <strong>Board</strong> supervises the proper arrangement<br />
of the Company’s operations, and it<br />
ensures that accounting and asset management<br />
control, financial <strong>report</strong>ing and risk<br />
management have been organised in an<br />
appropriate manner.<br />
For its operations, the <strong>Board</strong> of m-real has<br />
a written working order. In accordance with<br />
its working order, the <strong>Board</strong>’s functions<br />
include:<br />
• appointing the Ceo and accepting the<br />
appointment of Corporate management<br />
team members, and ensuring that the<br />
Ceo takes care of the company’s day-today<br />
administration according to the regulations<br />
and guidelines given by the <strong>Board</strong><br />
• appointing members to the audit, nomination<br />
and Compensation Committees and<br />
accepting their working orders<br />
• processing and accepting the corporate<br />
strategy and its main policies<br />
• accepting the annual operational plan<br />
• monitoring how company accounting,<br />
asset management and risk control are<br />
arranged<br />
• deciding on significant investments, business<br />
acquisitions, divestments and closures<br />
of operations<br />
• deciding on considerable investments and<br />
financing arrangements<br />
• deciding on the transfer and pledging of<br />
the Company’s significant real property<br />
• deciding on the granting of donations, or<br />
on the Ceo’s authority concerning them<br />
• granting and cancelling the right to represent<br />
the Company and the authority to<br />
sign on behalf of the Company<br />
• monitoring that the company’s articles of<br />
association are complied with; convening<br />
the General meeting and monitoring that<br />
the decisions made by the General meeting<br />
are implemented<br />
• signing and presenting the annual financial<br />
statements to the annual General<br />
meeting for approval, and preparing a proposal<br />
for the use of profits<br />
• approving the essential policies, regulations<br />
and guidelines governing the business<br />
operations<br />
• deciding on who are permanent insiders<br />
in the company and accepting the Company’s<br />
insider rules<br />
• publishing or authorizing the Ceo to publish<br />
all such information that is likely to<br />
have an impact on the Company’s share<br />
value, or which otherwise has to be made<br />
public according to the Finnish securities<br />
markets act.<br />
the working order of the <strong>Board</strong> of Directors<br />
is presented in full on the m-real website<br />
(www.m-real.com/lnvestor relations/Corporate<br />
Governance). the <strong>Board</strong> can delegate<br />
matters in its general responsibility to the<br />
Ceo and correspondingly take charge of<br />
decision-making regarding a task of the Ceo.<br />
on an annual basis, the <strong>Board</strong> assesses<br />
its own operations and the Company’s administration<br />
principles and decides on necessary<br />
changes (if any).<br />
the <strong>Board</strong> convenes on a regular basis.<br />
In the financial year <strong>2010</strong>, the <strong>Board</strong> held a<br />
total of 15 meetings, four of which were<br />
phone meetings. the attendance rate of the<br />
members was 93 per cent (97 in 2009).<br />
Composition and independence of the<br />
<strong>Board</strong> of Directors<br />
the composition and number of members<br />
of the <strong>Board</strong> of Directors must facilitate effective<br />
fulfilment of the <strong>Board</strong>’s tasks. the composition<br />
of the <strong>Board</strong> of Directors takes into<br />
account the development phase of the Company,<br />
the special requirements of the industry<br />
and the needs of the Company’s operations.<br />
Both sexes are represented in the<br />
<strong>Board</strong> of Directors. a member of the <strong>Board</strong><br />
must possess the competence required by<br />
the task and the opportunity to allocate sufficient<br />
time for the task.<br />
according to the articles of association,<br />
a minimum of five and a maximum of ten<br />
regular members shall be appointed to the<br />
<strong>Board</strong> of Directors by the shareholders by<br />
the annual General meeting for a one-year<br />
period at a time. the number of consecutive<br />
terms is not limited. at present, the <strong>Board</strong><br />
has nine regular members. the <strong>Board</strong><br />
appoints a Chairman and a vice Chairman<br />
from among its members. the annual General<br />
meeting of <strong>2010</strong> appointed the following<br />
persons as members of the <strong>Board</strong> of Directors:<br />
mr Kari Jordan, born 1956, Chairman, m.sc.<br />
(econ.)<br />
mr martti asunta, born 1955, vice Chairman,<br />
m.sc. (For.)<br />
mr mikael aminoff, born 1951, m.sc. (For.)<br />
ms Kirsi Komi, born 1963, independent member,<br />
L.L.m.<br />
mr Kai Korhonen, born 1951, independent<br />
member, m.sc. (eng.)<br />
ms Liisa Leino, born 1960, independent<br />
member, m.sc. (nutrition)<br />
mr Juha niemelä, born 1946, independent<br />
member, m.sc. (econ.)<br />
mr antti tanskanen, born 1946, independent<br />
member, ph.D. (econ.)<br />
mr erkki varis, born 1948, independent of<br />
significant shareholders, m.sc. (eng.)<br />
the nomination and Compensation Committee<br />
has proposed to the annual General<br />
meeting of 2011 that all current <strong>Board</strong> members<br />
be re-elected.<br />
Corporate GovernanCe statement<br />
105
a majority of the members of the <strong>Board</strong><br />
of Directors are independent of both the<br />
Company and its significant shareholders.<br />
<strong>Board</strong> member antti tanskanen has acted<br />
as member (independent of operative management)<br />
continuously for more than 12<br />
years. tanskanen is a known <strong>Board</strong> professional<br />
who enjoys a reputation of trust<br />
throughout the society and has several other<br />
positions of trust outside the Company.<br />
therefore, the <strong>Board</strong> of Directors has deemed<br />
tanskanen independent of the Company and<br />
its significant shareholders based on an overall<br />
evaluation.<br />
to assess the independence and impartiality<br />
of the members of the <strong>Board</strong> of Directors,<br />
the members shall notify the Company<br />
of circumstances that may have an impact<br />
on the member’s ability to act without conflict<br />
of interest. In situations where the <strong>Board</strong> of<br />
Directors processes a business or other contractual<br />
relationship or connection with<br />
metsäliitto Cooperative or its other subsidiary,<br />
the <strong>Board</strong> of Directors acts, if necessary,<br />
without those of its members who are<br />
dependent of metsäliitto Cooperative.<br />
<strong>Board</strong> committees<br />
<strong>Board</strong> committees provide assistance to the<br />
<strong>Board</strong> of Directors, preparing matters for<br />
which the <strong>Board</strong> is responsible. the <strong>Board</strong><br />
of Directors appoints an audit Committee<br />
and a nomination and Compensation Committee<br />
from among its members. every year<br />
after the annual General meeting, the <strong>Board</strong><br />
of Directors appoints each committee’s chairman<br />
and members. the <strong>Board</strong> of Directors<br />
and its committees can also seek assistance<br />
from external advisors.<br />
Final decisions concerning matters<br />
related to the tasks of the committees are<br />
made by the <strong>Board</strong> of Directors on the basis<br />
of committee proposals, excluding proposals<br />
made directly to the General meeting by the<br />
nomination and Compensation Committee.<br />
Audit Committee<br />
the audit Committee is responsible for<br />
assisting the <strong>Board</strong> of Directors in ensuring<br />
that the Company’s financial <strong>report</strong>ing, calculation<br />
methods, annual financial statements<br />
and other financial information made<br />
public by the Company are correct, balanced,<br />
transparent and clear. on a regular basis,<br />
106 Corporate GovernanCe statement<br />
the audit Committee reviews the internal<br />
control and management systems and monitors<br />
the progress of financial risk <strong>report</strong>ing<br />
and the auditing of the accounts. the audit<br />
Committee assesses the efficiency and scope<br />
of internal auditing, the company’s risk management,<br />
key risk areas and compliance with<br />
applicable laws and regulations. the committee<br />
gives a recommendation to the <strong>Board</strong><br />
concerning the appointment of auditors to<br />
the Company. the audit Committee also<br />
processes the annual plan for internal auditing<br />
and the <strong>report</strong>s prepared on significant<br />
auditing.<br />
the audit Committee consists of four<br />
<strong>Board</strong> members of whom three are independent<br />
of the Company and its significant<br />
shareholders. since the annual General<br />
meeting of <strong>2010</strong>, Kai Korhonen has been<br />
chairman of the audit Committee, with Kirsi<br />
Komi, antti tanskanen and erkki varis as<br />
members.<br />
the committee members must have adequate<br />
expertise in accounting and financial<br />
statement policies. the audit Committee<br />
convenes on a regular basis, at least four<br />
times a year, including a meeting with the<br />
Company’s auditor. the committee chairman<br />
provides the <strong>Board</strong> with a <strong>report</strong> on every<br />
meeting of the audit Committee. the tasks<br />
and responsibility areas have been specified<br />
in the committee’s working order which the<br />
<strong>Board</strong> has approved.<br />
When necessary, the following persons<br />
are also represented in the audit Committee<br />
meetings as summoned by the Committee:<br />
the auditor, Chief executive officer and Chief<br />
Financial officer as well as other management<br />
representatives and external advisors.<br />
the audit Committee convened five times<br />
during <strong>2010</strong> and the attendance rate of the<br />
members was on average 95 per cent (100<br />
per cent in 2009).<br />
Nomination and Compensation<br />
Committee<br />
the task of the nomination and Compensation<br />
Committee is to assist the <strong>Board</strong> of<br />
Directors in matters related to the appointment<br />
and compensation of the Company’s<br />
Ceo, the Deputy Ceo and the senior management<br />
and prepare matters related to the<br />
reward schemes for employees. In addition,<br />
the Committee prepares for the annual Gen-<br />
eral meeting a proposal on the number of<br />
<strong>Board</strong> members, <strong>Board</strong> composition and<br />
<strong>Board</strong> member compensation. the Committee<br />
also recommends, prepares and proposes<br />
to the <strong>Board</strong> the Ceo’s (and the Deputy<br />
Ceo’s) nomination, salary and compensation,<br />
and further evaluates and provides the <strong>Board</strong><br />
and the Ceo with recommendations concerning<br />
management rewards and compensation<br />
systems.<br />
the Committee consists of five <strong>Board</strong><br />
members. It convenes on a regular basis at<br />
least once a year. the Committee chairman<br />
provides the <strong>Board</strong> with the proposals issued<br />
by the Committee. the tasks and responsibilities<br />
of the nomination and Compensation<br />
committee have been specified in the committee’s<br />
working order, which the <strong>Board</strong><br />
approves.<br />
since the annual General meeting of <strong>2010</strong>,<br />
Kari Jordan has been chairman of the nomination<br />
and Compensation Committee, with<br />
mikael aminoff, martti asunta, Liisa Leino<br />
and Juha niemelä as members.<br />
the nomination and Compensation Committee<br />
convened five times during <strong>2010</strong> and<br />
the attendance rate of the members was on<br />
average 83 per cent (90 per cent in 2009).<br />
CEO<br />
Ceo mikko Helander, born 1960, m.sc.(eng.),<br />
is responsible for the daily management of<br />
the Company’s administration according to<br />
the guidelines and instructions given by the<br />
<strong>Board</strong>. In addition, the Ceo is responsible for<br />
ensuring that the Company’s accounting has<br />
been carried out according to applicable laws<br />
and that asset management has been organised<br />
in a reliable manner. the Ceo manages<br />
the Company’s daily business and is responsible<br />
for controlling and steering the business<br />
areas.<br />
the Ceo has a written Ceo contract<br />
approved by the <strong>Board</strong>. the <strong>Board</strong> monitors<br />
the Ceo’s performance and provides a performance<br />
evaluation once a year.<br />
the contractual retirement age of the Ceo<br />
is 62 years. the Company has commissioned<br />
an additional pension insurance policy for<br />
the Ceo, covering the period between the<br />
contractual retirement and the statutory<br />
retirement age of 63 years and entitling the<br />
Ceo to receive a pension compensation equal<br />
to 60 per cent of his salary at the time of
etirement. according to Finnish pension<br />
legislation, a person has the option to retire<br />
between the ages of 63 to 68.<br />
the <strong>Board</strong> appoints and discharges the<br />
Ceo. the <strong>Board</strong> can discharge the Ceo without<br />
a specific reason. the Ceo can also<br />
resign from his assignment. the mutual term<br />
of notice is six months. the <strong>Board</strong> may, however,<br />
decide to discharge the Ceo without a<br />
period of notice.<br />
When the service contract of the Ceo is<br />
terminated by the <strong>Board</strong>, the Ceo is entitled<br />
to receive discharge compensation equal to<br />
his 18-month salary. In addition, in case the<br />
Company is divested, the Ceo is entitled to<br />
resign from his assignment against a discharge<br />
compensation equal to his 24-month<br />
salary.<br />
Deputy to the CEO<br />
mika Joukio, executive vice president of the<br />
Consumer packaging business area, also<br />
acts as Deputy to the Ceo. the Deputy to the<br />
Ceo is responsible for carrying out the Ceo’s<br />
tasks when the Ceo is unable to perform his<br />
duties.<br />
Corporate Management Team<br />
In the operative management of m-real, the<br />
Ceo is assisted by the Corporate manage-<br />
Corporate<br />
Management Team<br />
Mika Joukio<br />
svp<br />
Consumer packaging<br />
Deputy to the Ceo<br />
Sari Pajari<br />
senior vice president,<br />
Business Development*<br />
Mika Paljakka<br />
Hr<br />
Seppo Puotinen<br />
svp<br />
office papers<br />
Mikko Helander<br />
Ceo<br />
ment team, which consists of mikko<br />
Helander, Ceo, together with business area<br />
executives mika Joukio (Consumer packaging),<br />
seppo puotinen (office papers), Heikki<br />
Husso (speciality papers) and soili Hietanen<br />
(market pulp and energy) who <strong>report</strong> to<br />
Helander. In addition, the Corporate management<br />
team includes matti mörsky, CFo, and<br />
mika paljakka, svp, Hr. mikko Helander acts<br />
as Chairman to the Corporate management<br />
team. ms sari pajari, m.sc. (eng.) has been<br />
appointed as member of the Corporate management<br />
team as of april 1, 2011 with<br />
responsibility for business development.<br />
each Corporate management team member<br />
has a written employment or service<br />
contract. With the exception of the Ceo,<br />
members of the Corporate management<br />
team have no special pension arrangements<br />
which would deviate from applicable pension<br />
legislation. With the exception of the Ceo,<br />
the term of notice of Corporate management<br />
team members is six months.<br />
the Corporate management team’s tasks<br />
and responsibilities include planning investments,<br />
specifying and preparing the Company’s<br />
strategic guidelines, allocating<br />
resources, controlling routine functions and<br />
preparing matters to be reviewed by the<br />
<strong>Board</strong>.<br />
Matti Mörsky<br />
CFo<br />
Heikki Husso<br />
svp<br />
specialty papers<br />
Soili Hietanen<br />
svp<br />
market pulp and energy<br />
the Corporate management team convenes<br />
at the Chairman’s invitation once a<br />
month, as a rule, and also otherwise when<br />
necessary.<br />
on 31 December <strong>2010</strong>, neither <strong>Board</strong><br />
members nor the Ceo or the Deputy to the<br />
Ceo had monetary loans from the Company<br />
or its subsidiaries, and no security arrangements<br />
existed between them.<br />
Internal control, internal auditing and<br />
risk management<br />
profitable business requires that operations<br />
are monitored continuously and with adequate<br />
efficiency. m-real’s internal management<br />
and control procedure is based on the<br />
Finnish Companies act, regulations and recommendations<br />
for listed companies, the<br />
articles of association and the company’s<br />
own approved principles and policies. the<br />
functionality of the company’s internal control<br />
is evaluated by the company’s internal<br />
auditing. Internal control is carried out<br />
throughout the organisation. Internal control<br />
methods include internal guidelines and<br />
<strong>report</strong>ing systems.<br />
the following describes the principles,<br />
objectives and responsibilities of m-real’s<br />
internal control, risk management and internal<br />
auditing.<br />
*as of 1.4.2011<br />
Corporate GovernanCe statement<br />
107
Internal control<br />
Being a listed company, m-real’s internal<br />
control is steered by the Finnish Companies<br />
act and securities market act, other laws<br />
and regulations applicable to the operations<br />
and the rules and recommendations of the<br />
Helsinki stock exchange, including the Corporate<br />
Governance Code. external control is<br />
carried out by m-real’s auditor and the<br />
authorities.<br />
In m-real, internal control covers financial<br />
<strong>report</strong>ing and other monitoring. Internal control<br />
is implemented by the <strong>Board</strong> and operative<br />
management as well as the entire personnel.<br />
Internal control aims to ensure<br />
achieving the goals and objectives set for the<br />
company; economical, appropriate and efficient<br />
use of resources; correct and reliable<br />
financial information and other management<br />
information; adherence to external regulations<br />
and internal policies; security of operations,<br />
information and property in an adequate<br />
manner; and the arrangement of<br />
adequate and suitable manual and It systems<br />
to support operations.<br />
Internal control is divided into (i) proactive<br />
control, such as the specification of corporate<br />
values, general operational and business<br />
principles; (ii) daily control, such as operational<br />
systems and work instructions related<br />
to operational steering and monitoring; and<br />
(iii) subsequent control, such as management<br />
evaluations and inspections, comparisons<br />
and verifications with the aim of ensuring<br />
that the goals are met and that the agreed<br />
operational and control principles are followed.<br />
the corporate culture, governance<br />
and the approach to control together create<br />
the basis for the entire process of internal<br />
control.<br />
Monitoring of the financial <strong>report</strong>ing<br />
process, credit control and<br />
authorisation rights<br />
the financial organisations of the business<br />
areas and the central administration are<br />
responsible for financial <strong>report</strong>ing. the units<br />
and business areas <strong>report</strong> the financial figures<br />
each month. the business areas’ control<br />
functions check their units’ monthly performance<br />
and <strong>report</strong> them further to central<br />
administration. Business area profitability<br />
development and business risks and opportunities<br />
are discussed in monthly meetings<br />
108 Corporate GovernanCe statement<br />
attended by senior management of the Company<br />
and of the business area in question.<br />
the result will be <strong>report</strong>ed to the <strong>Board</strong> and<br />
the Corporate management team each<br />
month. the Company’s internal guidelines<br />
provide detailed descriptions on the <strong>report</strong>ing<br />
and control rules and the <strong>report</strong>ing procedure.<br />
Credit control in m-real has been centralised<br />
under a Credit Committee, which convenes<br />
at least each quarter. the development<br />
of trade receivables is monitored in each<br />
sales company by credit controllers under<br />
the supervision of the Group vp of Credits.<br />
Counterparty-specific credit limits are set<br />
within the boundaries of the credit policy<br />
confirmed by the <strong>Board</strong> in cooperation with<br />
centralised credit control and business area<br />
management.<br />
authorisation rights concerning expenses,<br />
significant contracts and investments have<br />
been specified continuously for different<br />
organisation levels according to the decisionmaking<br />
authority policy confirmed by the<br />
<strong>Board</strong> and the authority separately granted<br />
by the Ceo and other management personnel.<br />
Investment follow-up is carried out by<br />
the Group’s financial administration according<br />
to the investment policy confirmed by the<br />
<strong>Board</strong>. after pre-approval, investments are<br />
taken to the management teams of the business<br />
areas and the Corporate management<br />
team within the framework of the annual<br />
investment plan. most significant investments<br />
are separately submitted for <strong>Board</strong><br />
approval. Investment follow-up <strong>report</strong>s are<br />
compiled each quarter.<br />
Internal auditing<br />
Internal auditing assists the <strong>Board</strong> and Ceo<br />
with their control tasks by evaluating the<br />
quality of internal control maintained in order<br />
to achieve the Company’s objectives. In addition,<br />
internal auditing supports the organisation<br />
by evaluating and ensuring the functionality<br />
of business processes, risk management<br />
and the management and administration<br />
systems.<br />
the key task of internal auditing is to<br />
assess the efficiency and suitability of internal<br />
control concerning the company’s functions<br />
and units. In its assignment, internal<br />
auditing evaluates how well the operational<br />
principles, guidelines and <strong>report</strong>ing systems<br />
are adhered to, how property is protected<br />
and how efficiently resources are used. Internal<br />
auditing also acts as an expert in development<br />
projects related to its task area and<br />
prepares special <strong>report</strong>s at the request of<br />
the audit Committee or operative management.<br />
Internal auditing operates under the<br />
supervision of the audit Committee and the<br />
Ceo. audit observations, recommendations<br />
and the progress of measures are <strong>report</strong>ed<br />
to the management of the target audited, the<br />
company management and the auditor. every<br />
six months, internal auditing <strong>report</strong>s its<br />
auditing measures, plans and operations to<br />
the audit Committee.<br />
the action plan of internal auditing is prepared<br />
for one calendar year at a time. the<br />
aim is to allocate the auditing to all functions<br />
and units at certain intervals. auditing is<br />
annually allocated to areas that are in a key<br />
position regarding the evaluated risk and the<br />
company’s objectives at the time. the topicality<br />
and appropriateness of the action plan are<br />
processed with the Company’s management<br />
every six months.<br />
the scope and coordination of the auditing<br />
operations are ensured through regular communication<br />
and information exchange with<br />
other internal assurance functions and the<br />
auditor. When necessary, internal auditing<br />
uses external service providers for temporary<br />
additional resourcing or special expertise for<br />
carrying out demanding evaluation tasks.<br />
Risk management<br />
risk management is an essential part of<br />
m-real’s standard business planning and<br />
leadership. risk management belongs to<br />
daily decision-making, operations follow-up<br />
and internal control, and it promotes and<br />
ensures that the objectives set by the Company<br />
are met.<br />
Linking business management efficiently<br />
with risk management is based on the operational<br />
principles confirmed by the <strong>Board</strong>;<br />
the aim of the principles is to maintain risk<br />
management as a process that is well<br />
defined, understandable and sufficiently<br />
practical. risks and their development are<br />
<strong>report</strong>ed on a regular basis to the <strong>Board</strong>’s<br />
audit Committee. Centralised risk management<br />
also takes care of the coordination and
competitive bidding of m-real’s insurance<br />
coverage.<br />
the most crucial objective of risk management<br />
is to identify and evaluate those risks,<br />
threats and opportunities which may have<br />
an impact on the implementation of the strategy<br />
and on how short-term and long-term<br />
objectives are met. a separate risk review is<br />
also included in the most significant investment<br />
proposals.<br />
the business areas regularly evaluate and<br />
monitor the risk environment and related<br />
changes as part of their normal operational<br />
planning. the risks identified and their control<br />
is <strong>report</strong>ed to the company’s management,<br />
audit Committee and the <strong>Board</strong> at least<br />
twice a year. Business risks also involve<br />
opportunities, and they can be utilised within<br />
the boundaries of the agreed risk limits.<br />
Conscious risk-taking decisions must always<br />
be based on an adequate evaluation of the<br />
risk-bearing capacity and the profit/loss<br />
potential, among other things.<br />
risk management responsibilities in<br />
m-real are divided among different functions.<br />
the <strong>Board</strong> is responsible for the Company’s<br />
risk management and confirms the Company’s<br />
risk management policy; the audit<br />
Committee evaluates the adequacy of the<br />
Company’s risk management and the essential<br />
risk areas and provides the <strong>Board</strong> with<br />
related proposals. the Ceo and the management<br />
team are responsible for the specification<br />
and adoption of the risk management<br />
principles. they are also responsible for<br />
ensuring that the risks are taken into account<br />
in the company’s planning processes and<br />
that risk <strong>report</strong>ing is adequate and appropriate.<br />
the vice president of risk management<br />
<strong>report</strong>s to the CFo and is responsible for the<br />
Company’s risk management process development,<br />
coordination, the implementation<br />
of risk evaluation and the essential insurance<br />
decisions. Business areas and support functions<br />
identify and evaluate the essential risks<br />
related to their own areas of responsibility<br />
in their planning processes, prepare for<br />
them, take necessary preventive action and<br />
<strong>report</strong> on the risks as agreed.<br />
m-real’s essential risk management elements<br />
include implementing a comprehensive<br />
corporate risk management process that<br />
supports the entire business, protecting<br />
property and ensuring business continuity,<br />
corporate security and its continuous development,<br />
as well as crisis management and<br />
continuity and recovery plans. according to<br />
the risk management policy and principles,<br />
adequate risk management forms a necessary<br />
part of the preliminary review and implementation<br />
stages of projects which are financially<br />
or otherwise significant.<br />
the tasks of m-real’s risk management are to<br />
• ensure that all identified risks with an<br />
impact on personnel, customers, products,<br />
property, information assets, corporate<br />
image, corporate responsibility and operational<br />
capacity are controlled according<br />
to applicable laws and on the basis of best<br />
available information and financial aspects<br />
• ensure that the company’s objectives are<br />
met<br />
• fulfil the expectations of stakeholders<br />
• protect property and ensure disruptionfree<br />
business continuity<br />
• optimise the profit/loss possibility ratio<br />
• ensure the management of the company’s<br />
overall risk exposure and minimise the<br />
overall risks.<br />
the most significant risks and uncertainties<br />
that the company is aware of are described<br />
in the <strong>report</strong> of the <strong>Board</strong> of Directors.<br />
Audit<br />
according to m-real’s articles of association,<br />
the Company has one auditor who shall be<br />
an auditing firm authorised by the Central<br />
Chamber of Commerce of Finland. the General<br />
meeting appoints the auditor each year.<br />
according to the decision made by the annual<br />
General meeting in spring 2009, the Company’s<br />
auditor is pricewaterhouseCoopers<br />
oy which appointed Johan Kronberg, apa,<br />
as the auditor with main responsibility. the<br />
audit committee controls the appointment<br />
procedure of the auditors and provides the<br />
<strong>Board</strong> and the General meeting with a recommendation<br />
for the appointment of the<br />
auditor.<br />
In <strong>2010</strong>, pricewaterhouseCoopers oy<br />
received eUr 359,000 (eUr 279,000 in 2009)<br />
in auditing compensation, pricewaterhouse-<br />
Coopers internationally altogether eUr<br />
876,000 (eUr 1.1 million) and other auditing<br />
firms outside Finland were paid eUr 117,000<br />
(eUr 46,000). In addition, pricewaterhouse-<br />
Coopers has received eUr 350,000 (eUr 1.1<br />
million) for services not related to the actual<br />
auditing of the accounts.<br />
Corporate GovernanCe statement<br />
109
Salary and remuneration <strong>report</strong><br />
this salary and remuneration <strong>report</strong> of<br />
m-real Corporation (m-real or the Company)<br />
has been issued pursuant to recommendation<br />
47 of the Finnish Corporate Governance<br />
Code of June 15, <strong>2010</strong> and it has been published<br />
on the Company’s website on march<br />
1, 2011. In accordance with the Company’s<br />
practice the salary and remuneration <strong>report</strong><br />
is updated two times every calendar year as<br />
a starting point, however, always in march in<br />
connection with the annual Corporate Governance<br />
statement.<br />
Decision-making and principles of<br />
remuneration<br />
the purpose of the management’s compensation<br />
system is to compensate the management<br />
in a fair and competitive way for a successful<br />
and profitable implementation of the<br />
Company’s strategy. the objective of remuneration<br />
is also to encourage management<br />
in the development of the Company’s strategy<br />
and business to thereby act for the benefit<br />
the Company.<br />
the <strong>Board</strong> approves the salary and compensation<br />
of the Ceo and the principles<br />
applied in the compensation of other Corporate<br />
management team members. the <strong>Board</strong><br />
further approves the structures and basis for<br />
the Company’s remuneration and incentive<br />
schemes. the nomination and Compensation<br />
Committee assists the <strong>Board</strong> in matters<br />
relating to management remuneration, conditions<br />
of employment and engagement of<br />
management members as well as prepares<br />
<strong>Board</strong> decisions relating to management<br />
remuneration.<br />
the Ceo decides on matters related to<br />
the compensation of other senior management<br />
members in accordance with the principles<br />
approved and guidance issued by the<br />
<strong>Board</strong>.<br />
Financial benefits<br />
<strong>Board</strong> of Directors<br />
the annual General meeting <strong>2010</strong> resolved<br />
to maintain the remuneration of the members<br />
of the <strong>Board</strong> of Directors unchanged.<br />
thus, the Chairman receives an annual<br />
remuneration of eUr 76,500, the vice Chairman<br />
eUr 64,500 and members eUr 50,400.<br />
one half of the remuneration was decided to<br />
be paid in cash while the other half was to<br />
110 saLary anD remUneratIon <strong>report</strong><br />
be paid in the Company’s B series shares to<br />
be acquired from the stock exchange between<br />
1 and 30 april <strong>2010</strong>. as a result, the Chairman<br />
received 14,300, the vice Chairman 12,100<br />
and each <strong>Board</strong> member 9,400 B-series<br />
shares. the amount of the cash consideration<br />
corresponds to the estimated withholding<br />
tax. In addition, the annual General meeting<br />
resolved to pay to the members a fee of eUr<br />
500 per each attended <strong>Board</strong> and committee<br />
meeting. the nomination and Compensation<br />
Committee of the <strong>Board</strong> of Directors has<br />
proposed to the annual General meeting<br />
convening on march 23, 2011 that the <strong>Board</strong><br />
remuneration be kept unchanged and also<br />
that the practice of paying the remuneration<br />
in shares and in cash be continued. <strong>Board</strong><br />
remuneration has been paid in shares and<br />
cash since 2009.<br />
Managing Director<br />
the Ceo has a written service contract<br />
approved by the <strong>Board</strong>. the <strong>Board</strong> monitors<br />
the Ceo’s performance and provides a performance<br />
evaluation once a year. the <strong>Board</strong><br />
appoints and discharges the Ceo. the <strong>Board</strong><br />
can discharge the Ceo without a specific<br />
reason. the Ceo can also resign from his<br />
assignment. the mutual term of notice is six<br />
months. the <strong>Board</strong> may, however, decide to<br />
discharge the Ceo without a period of notice.<br />
When the service contract of the Ceo is terminated<br />
by the <strong>Board</strong>, the Ceo is entitled to<br />
receive discharge compensation equal to his<br />
18-month salary. In addition, in case the<br />
Company or its business is divested, the Ceo<br />
is entitled to resign from his assignment<br />
against discharge compensation equal to his<br />
24-month salary.<br />
the contractual retirement age of the Ceo<br />
is 62 years. the Company has commissioned<br />
an extra pension insurance policy for the<br />
Ceo, covering the period between the contractual<br />
and statutory retirement age of 63<br />
years and entitling the Ceo to receive pension<br />
compensation equal to 60 per cent of his<br />
salary at the time of retirement (calculated<br />
in accordance with Finnish pension laws).<br />
the cost to the Company of the Ceo’s pension<br />
insurance policy amounted in <strong>2010</strong> to approximately<br />
eUr 255,000 (eUr 130,000 in 2009).<br />
In case the service relationship of the Ceo is<br />
terminated prior to retirement, the Ceo is<br />
entitled to a free policy.<br />
Short-term compensation<br />
the monthly salary of Ceo mikko Helander<br />
is eUr 39,793. the salary includes car and<br />
mobile phone benefits. In addition, the <strong>Board</strong><br />
may, in accordance with the managing director’s<br />
service contract, decide that the Ceo<br />
receives bonus pay based on his overall performance<br />
and corresponding to his six-month<br />
salary. In <strong>2010</strong>, the Ceo received a total of<br />
eUr 1,429,371 in salary, bonuses and other<br />
benefits, of which eUr 497,849 was fixed<br />
compensation and eUr 931,522 was bonus<br />
pay, including bonus pay in accordance with<br />
the Ceo’s service contract as well as a separate<br />
compensation approved by the <strong>Board</strong><br />
of Directors in august <strong>2010</strong> and relating to<br />
the Ceo’s withdrawal from the Company’s<br />
<strong>2010</strong> share bonus system and the simultaneous<br />
joining to metsäliitto Group’s management<br />
share ownership scheme.<br />
Long-term compensation<br />
the Ceo takes part in the management ownership<br />
scheme of metsäliitto Group’s executive<br />
management, through which he indirectly<br />
owns shares in the Company. as a consequence,<br />
Helander is not entitled to the share<br />
bonus for the <strong>2010</strong> financial period under the<br />
Company’s own share bonus system.<br />
Helander has in august <strong>2010</strong> invested<br />
approximately eUr 500,000 of his own funds<br />
in metsäliito’s new management holding<br />
company, in which he is a co-owner together<br />
with other metsäliitto Group’s executive management<br />
members. the holding company<br />
entitled metsäliitto management Ltd. has in<br />
august <strong>2010</strong> purchased m-real’s B series<br />
shares using its own capital and additional<br />
debt capital obtained from metsäliitto Cooperative.<br />
altogether 881,933 B shares purchased<br />
for the aggregate purchase price of<br />
approximately eUr 2.5 million have been<br />
indirectly allocated to the Ceo. Helander is<br />
tied to the holding company and, as a result,<br />
to an indirect ownership of m-real’s shares<br />
until the end of 2013, at which time the management<br />
ownership system is planned to be<br />
terminated and dismantled. the system will,<br />
however, be extended for one year at a time<br />
if, in october–november 2013, 2014, 2015 or<br />
2016, the price of m-real’s B shares is lower<br />
than the average price at which metsäliitto<br />
management Ltd. originally acquired such<br />
shares. Upon dismantling of the system, the
loan granted by metsäliitto Cooperative to<br />
the management holding company becomes<br />
due. the remaining funds will be distributed<br />
to the participating shareholders in accordance<br />
with the shareholdings. the management<br />
holding company also has the right to<br />
prematurely repay the loan.<br />
should Helander prior to the above point<br />
in time either resign or his service relationship<br />
with the Company is terminated by the<br />
<strong>Board</strong> of Directors, he is entitled to receive<br />
from the management holding company the<br />
funds he has personally invested in such<br />
company, however, no possible value<br />
increase. the transfer of m-real’s B shares<br />
owned by metsäliitto management Ltd. is<br />
restricted during the entire validity of the<br />
system.<br />
Corporate Management Team<br />
also other Corporate management team<br />
members have written employment contracts.<br />
the term of notice of Corporate<br />
management team members is six months.<br />
termination of employment without cause<br />
entitles members of the Corporate management<br />
team to receive discharge compensation<br />
equal to their 6 to 18-month salary.<br />
excluding the Ceo, Corporate management<br />
team members have no extraordinary<br />
pension arrangements which would deviate<br />
from applicable pension legislation. according<br />
to Finnish pension legislation, a person<br />
has the option to retire between the ages of<br />
63 to 68. the Finnish tyeL pension system<br />
provides for a retirement benefit based on<br />
years of service and earnings according to<br />
the prescribed statutory system. For purposes<br />
of the Finnish pension system earnings<br />
include salary, bonuses and fringe benefits<br />
but exclude share or stock option based<br />
income.<br />
Short-term compensation<br />
In <strong>2010</strong>, other Corporate management team<br />
members received a total of eUr 1,977,048<br />
(eUr 1,899,040 in 2009) in salary and bonuses<br />
of which eUr 1,469,132 (eUr 1,544,139) were<br />
fixed salaries and benefits (car and mobile<br />
phone) and eUr 507,917 (eUr 354,901)<br />
bonuses. the members of the Corporate<br />
management team are entitled to bonus pay<br />
corresponding to a maximum of their respec-<br />
tive 6-month salaries. the bonus pay is<br />
defined and decided by the <strong>Board</strong> and was in<br />
the financial year 2019 based on the Company’s<br />
and its business areas’ (business area<br />
heads) operating results (eBIt) and cash flow<br />
development. the 2011 bonus pay will be<br />
determined on the basis of the Company’s<br />
and its business areas’ operating results<br />
(eBIt), as determined by the <strong>Board</strong> of Directors.<br />
Long-term compensation<br />
m-real has implemented a share-based<br />
reward system for its senior management<br />
for the years 2008–<strong>2010</strong>. the possible annual<br />
reward produced by the system has been<br />
based on m-real’s operating results (eBIt)<br />
and cash flow development as decided by the<br />
<strong>Board</strong> of Directors. the possible reward is<br />
partially paid in m-real’s B-shares and partially<br />
in cash. the amount of cash compensation<br />
corresponds to the amount of withholding<br />
tax. the maximum amount of shares<br />
available for <strong>2010</strong> was 165,000 B-shares<br />
(140,000 in 2009). In <strong>2010</strong>, the targets defined<br />
by the <strong>Board</strong> materialized in the level of 100<br />
per cent (73 per cent in 2009 and zero in 2008)<br />
entitling a full share based remuneration in<br />
the same proportion. the shares include a<br />
lock-up condition restricting their transfer<br />
for two years following the end of the earning<br />
period. the system covered in <strong>2010</strong> the Company’s<br />
management team members excluding<br />
the managing director.<br />
In December <strong>2010</strong>, the <strong>Board</strong> of Directors<br />
resolved on a new share-based incentive<br />
plan. the aim of the plan is to combine the<br />
objectives of shareholders and executives in<br />
order to increase the value of the Company,<br />
to commit the executives to perform the<br />
mutual strategy, and to offer them a competitive<br />
reward plan based on share ownership.<br />
the plan consists of three three-year<br />
earning periods, calendar years 2011–2013,<br />
2012–2014 and 2013–2015. at the beginning<br />
of each period, the <strong>Board</strong> of Directors will<br />
decide on the earnings criteria and define<br />
targets. the potential reward from the plan<br />
for the earning period 2011–2013 will be<br />
based on m-real Group’s equity ratio and the<br />
development of return on capital employed<br />
(roCe) and earnings before interest and<br />
taxes (eBIt). each earning period is followed<br />
by a two-year restriction period during which<br />
a participant is not entitled to transfer or<br />
dispose of the shares.<br />
the potential reward from the earning<br />
period 2011–2013 will be paid in 2014 partly<br />
in the company’s B series shares and partly<br />
in cash. the proportion to be paid in cash will<br />
cover taxes and tax-related costs. at the<br />
beginning the plan concerns 9 people, including<br />
members of the Corporate management<br />
team. the maximum reward to be paid for<br />
the first earning period corresponds to the<br />
purchase price of approximately 1,000,000<br />
B series shares.<br />
saLary anD remUneratIon <strong>report</strong><br />
111
<strong>Board</strong> of directors<br />
Kari Jordan<br />
b. 1956<br />
M.Sc. (Econ)<br />
Chairman of the <strong>Board</strong> (2005–)<br />
• president and Ceo of the <strong>Metsä</strong>liitto<br />
Group (2006–)<br />
• Ceo of <strong>Metsä</strong>liitto Cooperative (2004–)<br />
• Vice Chairman of the <strong>Board</strong> of <strong>Metsä</strong>liitto<br />
Cooperative (2006–)<br />
• Chairman of the <strong>Board</strong> of <strong>Metsä</strong> Tissue<br />
Corporation (2004–)<br />
• Member of the <strong>Board</strong> of oy<br />
<strong>Metsä</strong>-Botnia ab (2004–) and Chairman<br />
of the <strong>Board</strong> (2006–)<br />
• Member of the <strong>Board</strong> of Confederation<br />
of Finnish Industries eK (2005–) and<br />
Vice Chairman of the <strong>Board</strong> (2009–)<br />
• Vice Chairman of the <strong>Board</strong> of Finnish<br />
Forest Industries Federation and<br />
member of Federation’s Working Group<br />
(2005–) and Chairman of the <strong>Board</strong><br />
(2009–)<br />
• Member of the Supervisory <strong>Board</strong><br />
of Varma Mutual pension Insurance<br />
Company (2006–)<br />
holds several positions of trust in foundations<br />
and non-profit associations.<br />
112 BoaRd oF dIReCToRS<br />
Kari<br />
Jordan<br />
Shares owned in M-real Corporation<br />
31.12.<strong>2010</strong>: directly 0, through <strong>Metsä</strong>liitto<br />
Management oy 1,763,867 B shares<br />
Martti Asunta<br />
b. 1955<br />
M.Sc. (Forestry)<br />
Member of the <strong>Board</strong> and Vice Chairman of<br />
the <strong>Board</strong> (2008–)<br />
• Chairman of the <strong>Board</strong> of <strong>Metsä</strong>liitto<br />
Cooperative (2008–)<br />
• Member of the <strong>Board</strong> of Vapo oy (2008–<br />
2009)<br />
• Member of the <strong>Board</strong> of oy <strong>Metsä</strong>-<br />
Botnia ab (2008–)<br />
• Member of the <strong>Board</strong> of <strong>Metsä</strong> Tissue<br />
Corporation (2008–)<br />
• Member of the <strong>Board</strong> of pellervo-Seura<br />
(2008–), Chairman of the <strong>Board</strong> (<strong>2010</strong>–)<br />
Shares owned in M-real Corporation<br />
31.12.<strong>2010</strong>: 23,900 B shares<br />
Mikael<br />
aminof<br />
Mikael Aminoff<br />
b. 1951<br />
M.Sc. (Forestry)<br />
Agriculture and Forestry entrepreneur<br />
Member of the <strong>Board</strong> (<strong>2010</strong>–)<br />
• Member of the Supervisory <strong>Board</strong> of<br />
<strong>Metsä</strong>liitto Cooperative (2001–)<br />
• Member of the <strong>Board</strong> of directors of<br />
<strong>Metsä</strong>liitto Cooperative (2008–)<br />
• Member of the delegation of pellervo-<br />
Seura (2009–)<br />
• Vice Chairman of the <strong>Board</strong> of Rannikko<br />
Forestry Centre<br />
Shares owned in M-real Corporation<br />
31.12.<strong>2010</strong>: 22,095 B shares<br />
Kirsi Komi<br />
b. 1963<br />
LL.M, Master of Laws<br />
Member of the <strong>Board</strong> (<strong>2010</strong>–)<br />
Independent <strong>Board</strong> member<br />
• Finnish Red Cross Blood Service,<br />
member of the <strong>Board</strong> (<strong>2010</strong>–)<br />
Martti<br />
asunta<br />
• Nokia Siemens Networks, General<br />
Counsel, member of the executive<br />
<strong>Board</strong> (2007–<strong>2010</strong>)<br />
Nokia Corporation:<br />
• Vice president, legal & member of<br />
Networks Business Group (”NeT”)<br />
leadership Team and other NeT senior<br />
management forums (1999–2007)<br />
• Senior legal Counsel & head of european<br />
practice Group (1998)<br />
• Vice president, Contracts (dallas, USa)<br />
(1995–1996)<br />
• legal Counsel (1992–1995, 1997)<br />
Shares owned in M-real Corporation<br />
31.12.<strong>2010</strong>: 9,400 B shares<br />
Kai Korhonen<br />
b. 1951<br />
M.Sc. (Eng), eMBA<br />
Member of the <strong>Board</strong> (2008–)<br />
Independent <strong>Board</strong> Member<br />
• Senior executive Vice president, Stora<br />
enso (1998–2007)<br />
• Member of the Supervisory <strong>Board</strong> of<br />
Ilmarinen Mutual pension Insurance<br />
Company (2006–2008)<br />
Kirsi<br />
Komi
• Vice Chairman of the <strong>Board</strong> of Finnish<br />
Forest Industries Federation (2006–<br />
2007)<br />
• Member of the <strong>Board</strong> of american<br />
Forest & paper association (2000–2003)<br />
• Member of the <strong>Board</strong> of German pulp<br />
and paper association (1995–2000)<br />
Shares owned in M-real Corporation<br />
31.12.<strong>2010</strong>: 126,860 B shares<br />
Liisa Leino<br />
b. 1960<br />
M.Sc. (Nutrition)<br />
Member of the <strong>Board</strong> (2009–)<br />
• Full-time Chairwoman of the <strong>Board</strong> of<br />
directors of leinovalu oy (2006–<br />
• Member of the <strong>Board</strong> of Confederation<br />
of Finnish Industries eK (2011–)<br />
• Member of the <strong>Board</strong> of the Federation<br />
of Finnish Technology Industries (2011–)<br />
• deputy member of the <strong>Board</strong> of Varma<br />
Mutual pension Insurance Company<br />
(2011–)<br />
• Member of the <strong>Board</strong> of Rautaruukki oyj<br />
(2007–)<br />
• Member of the <strong>Board</strong> of alko oy (2009–)<br />
antti<br />
Tanskanen<br />
• Member of the Supervisory <strong>Board</strong> of<br />
Varma Mutual pension Insurance<br />
Company (2007–)<br />
• Member of the <strong>Board</strong> of Juho leino<br />
Foundation (2008–)<br />
• Managing director of Nurmi Group &<br />
perkko oy (2003–2004)<br />
• Business director of Sitra (2002–2003)<br />
• Business director of Gillette Central<br />
east europe (1999–2002)<br />
• Managing director of Gillette/Braun<br />
(1996–1999)<br />
• Various positions in marketing of Nestlé<br />
Finland oy (1989–1996)<br />
Shares owned in M-real Corporation<br />
31.12.<strong>2010</strong>: 96,715 B shares<br />
Juha Niemelä<br />
b. 1946<br />
M.Sc. (Econ)<br />
Doctor of Sciences in Economics and<br />
Technology h.c.<br />
Member of the <strong>Board</strong> (2007–)<br />
Independent <strong>Board</strong> member<br />
• Chairman, Confederation of european<br />
paper Industries (CepI) (2000–2002)<br />
Juha<br />
Niemelä<br />
Kai<br />
Korhonen<br />
• Ceo, UpM-Kymmene Corporation<br />
(1994–2004)<br />
• Chairman of the <strong>Board</strong> of Veikkaus oy<br />
(2001–)<br />
• Member of the <strong>Board</strong> of powerflute oyj<br />
(2005–)<br />
• Member of the <strong>Board</strong> of Green<br />
Resources aS (2008–), Chairman of the<br />
<strong>Board</strong> (2009–)<br />
Shares owned in M-real Corporation<br />
31.12.<strong>2010</strong>: 96,715 B shares<br />
Antti Tanskanen<br />
b. 1946<br />
Ph.D. (Econ)<br />
Minister<br />
Member of the <strong>Board</strong> (1992–)<br />
Independent <strong>Board</strong> member<br />
• Chairman and Ceo, op Bank Group<br />
(1997–2006)<br />
• Chairman of the <strong>Board</strong> of the State<br />
pension Fund (2009–)<br />
• Chairman of the <strong>Board</strong> of the University<br />
of helsinki (<strong>2010</strong>–)<br />
Shares owned in M-real Corporation<br />
31.12.<strong>2010</strong>: 96,715 B shares<br />
liisa<br />
leino<br />
Erkki Varis<br />
b. 1948<br />
M.Sc. (Eng)<br />
Member of the <strong>Board</strong> (2009–)<br />
Independent of significant shareholders<br />
• Member of the <strong>Board</strong> of pohjolan Voima<br />
oy (2000–2009)<br />
• president and Ceo of oy <strong>Metsä</strong>-Botnia<br />
ab (1997–2008)<br />
• Member of the <strong>Metsä</strong>liitto Group<br />
executive Management Team (2002–<br />
2008)<br />
• Managing director of oy <strong>Metsä</strong>-Rauma<br />
ab (1994–1996)<br />
• deputy to Ceo of oy <strong>Metsä</strong>-Botnia ab<br />
(1990–1994)<br />
• Managing director of oy <strong>Metsä</strong>-Botnia<br />
ab, Kaskinen mill (1984–1990)<br />
• Member of a/S Baltic pulp Supervisory<br />
<strong>Board</strong> (2004–2008)<br />
• Member of the Competitiveness Committee<br />
of the Finnish Forest Industries<br />
Federation (2007–2008)<br />
• Chairman of the <strong>Board</strong> of Suomen<br />
laatukeskus ry (2005–2007)<br />
• Chairman of the <strong>Board</strong> of Botnia S.a.<br />
(2003–2008)<br />
Shares owned in M-real Corporation<br />
31.12.<strong>2010</strong>: 54,800 B shares<br />
erkki<br />
Varis<br />
BoaRd oF dIReCToRS<br />
113
Management team of M-real Corporation<br />
Mikko Helander<br />
b. 1960<br />
M.Sc. (Eng)<br />
Chief Executive Officer<br />
Joined the <strong>Metsä</strong>liitto Group in 2003 and<br />
M-real in 2006. Chairman of the M-real<br />
Corporate Management Team as of 2006.<br />
• project engineer and production<br />
Manager, Valmet (1984–1990)<br />
• Managing director, Kasten hövik<br />
(1990–1993)<br />
• head of projects, Coaters and<br />
Calanders, Valmet (1993)<br />
• head the operations, Valmet Rotomec<br />
S.p.a., Italy (1994–1997)<br />
• Vice president and Chief executive,<br />
Calander business, Valmet Corporation<br />
(1997–1999)<br />
• president, Valmet Converting Group, UK<br />
(1999–2003)<br />
• Chief executive officer, <strong>Metsä</strong> Tissue<br />
Corporation (2003–2006)<br />
• Chief executive officer and chairman of<br />
the corporate management team,<br />
M-real (2006–).<br />
Shares 31.12.<strong>2010</strong>: directly 0, through<br />
<strong>Metsä</strong>liitto Management oy 881,933<br />
B shares<br />
Mikko<br />
helander<br />
114 MaNaGeMeNT TeaM oF M-Real CoRpoRaTIoN<br />
Matti Mörsky<br />
b. 1952<br />
M.Sc. (Eng)<br />
Chief Financial Officer<br />
Joined M-real in 1981. Corporate management<br />
team member as of 2006.<br />
• product development and sales positions,<br />
oy Fiskars ab’s plastic industry<br />
(1978–1980)<br />
• duties in corporate planning, G.a.<br />
Serlachius oy (1981–1982)<br />
• project manager, Stuart edgar ltd<br />
(1982–1986)<br />
• General Manager, T-drill Inc. (1986–1987)<br />
• various positions in business<br />
development and in M&a projects in<br />
<strong>Metsä</strong>-Serla, i.e. Vice president,<br />
Business development (1987)<br />
• General Manager, hygiene division of<br />
holmen hygiene aB (1989)<br />
• General Manager, Kitchen Furniture<br />
division, <strong>Metsä</strong>-Serla (1992)<br />
• General Manager, Rantasalmi<br />
loghouses (1994)<br />
• Senior Vice president, Business<br />
development, M-real (1999–2009)<br />
• Chief Financial officer, M-real<br />
(May 2009–).<br />
Mika<br />
paljakka<br />
Shares 31.12.<strong>2010</strong>: 3,540 B shares.<br />
Mika Joukio<br />
b. 1964<br />
MSc (Tech), MBA<br />
Senior Vice President,<br />
Head of Consumer Packaging<br />
Deputy to CEO<br />
Joined M-real in 1990. Corporate management<br />
team member as of 2006.<br />
• Various positions in management and<br />
development tasks at <strong>Metsä</strong>-Serla and<br />
M-real since 1990: assistant production<br />
Manager (1990–1996), production<br />
Manager (1996–2001), <strong>Metsä</strong>-Serla Tako<br />
<strong>Board</strong> Mill<br />
• Vice president and Mill Manager, M-real<br />
Äänekoski <strong>Board</strong> Mill (2001–2004)<br />
• Senior Vice president, Corporate<br />
logistics and Supply Chain (2004–2005)<br />
• Vice president and Mill Manager, M-real<br />
Kyro <strong>Board</strong> and paper Mill (2005–2006)<br />
• Vice president and Mill Manager, M-real<br />
Kyro <strong>Board</strong> and paper Mill and M-real<br />
Tako <strong>Board</strong> Mill (2006)<br />
• Senior Vice president, head of Consumer<br />
packaging business area (2006–) and<br />
deputy to Ceo (2009–).<br />
Shares 31.12.<strong>2010</strong>: 20,395 B shares.<br />
Sari<br />
pajari<br />
Seppo Puotinen<br />
b. 1955<br />
Lic Tech<br />
Senior Vice President, Head of Office Papers<br />
Worked in <strong>Metsä</strong>-Serla in 1986–2000 and<br />
joined M-real again in 2004. Corporate<br />
management team member as of 2005.<br />
• assistant in applied mechanics,<br />
University of oulu (1981–1985)<br />
• researcher, KCl, Finland (1985–1986)<br />
• various positions in business development,<br />
marketing and operational<br />
responsibility in <strong>Metsä</strong>-Serla: i.e. Vice<br />
president, Cartons division, Corrugated<br />
and Folding Carton operations (1999)<br />
• Managing director, SCa packaging,<br />
Finland, Russia and the Baltic countries<br />
(2000–2002)<br />
• president, SCa’s Containerboard<br />
division, Brussels (2002–2004)<br />
• executive Vice president, Corporate<br />
Strategy & Sales Services, M-real<br />
(2004–2005)<br />
• Senior Vice president, head of office<br />
papers business area (2005–) and Vice<br />
president and Mill Manager, M-real<br />
husum, Sweden (2009–).<br />
Shares 31.12.<strong>2010</strong>: 1,000 a shares, 13,882<br />
B shares.<br />
Matti<br />
Mörsky
Heikki Husso<br />
b. 1961<br />
M.Sc. (Eng)<br />
Senior Vice President, Head of Speciality<br />
Papers<br />
Joined M-real in 1989. Corporate management<br />
team member as of 2009.<br />
• production and development engineer,<br />
Technical Customer Service engineer,<br />
<strong>Metsä</strong>-Serla Kangas paper Mill, Finland<br />
(1989–1991)<br />
• Quality Manager, <strong>Metsä</strong>-Serla Kangas<br />
paper Mill (1991–1992)<br />
• Sales and Marketing Manager, Speciality<br />
papers, <strong>Metsä</strong>-Serla Kangas paper Mill<br />
(1992–1997)<br />
• Sales and Marketing director, Speciality<br />
papers, Md papier, Germany (1997–<br />
2000)<br />
• Marketing director, digital printing<br />
papers, <strong>Metsä</strong>-Serla, Germany (2000)<br />
• Business development director,<br />
Zanders Feinpapiere aG, Germany<br />
(2001)<br />
• Vice president, Mill Manager,<br />
M-real Zanders Reflex mill, Germany<br />
(2001–2008)<br />
• Managing director, M-real Zanders<br />
Gmbh, Managing director, M-real<br />
deutsche holding Gmbh (2004–)<br />
• labour Relations director, M-real<br />
deutsche holding Gmbh (2004–2008)<br />
• Vice president, Mill Manager, M-real<br />
Zanders, Gohrsmühle mill (2005–2008)<br />
Mika<br />
Joukio<br />
• Senior Vice president, Zanders Speciality<br />
papers (January–June 2009)<br />
• Senior Vice president, head of Speciality<br />
papers business area (June 2009–).<br />
Shares 31.12.<strong>2010</strong>: 4,565 B shares.<br />
Soili Hietanen<br />
b. 1954<br />
Ph.D. (Tech)<br />
Senior Vice President,<br />
Head of Market Pulp and Energy<br />
Joined M-real in 1986. Corporate management<br />
team member as of 2009.<br />
• post graduate studies, research and<br />
lecturing (1979–1984)<br />
• project engineer, pI Consulting, Finland<br />
(1984–1986)<br />
• laboratory engineer, laboratory of<br />
paper Chemistry, Äänekoski, Finland,<br />
(1986–1989)<br />
• Research and development Manager,<br />
Äänekoski paper Mill (1989–1994)<br />
• production Manger, M-real Äänekoski<br />
paper Mill (1994–1997)<br />
• Research and development Coordinator,<br />
M-real paper Group, Äänekoski (1997–<br />
2001)<br />
• Research and development Coordinator,<br />
M-real paper Group, espoo, Finland<br />
(2000–2002)<br />
heikki<br />
husso<br />
• Vice president, Technology Manager,<br />
Coated Fine paper Mills (2001–2004)<br />
• Vice president, production and<br />
Technology, Commercial printing (2005)<br />
• Senior Vice president production and<br />
Technology, M-real Commercial printing<br />
(2005–2007)<br />
• Senior Vice president, production and<br />
Technology, M-real Graphic papers<br />
(2007–2009)<br />
• Senior Vice president, head of Market<br />
pulp and energy business area (2009–).<br />
Shares 31.12.<strong>2010</strong>: no ownership.<br />
Sari Pajari<br />
b. 1968<br />
M.Sc. (Tech)<br />
Senior Vice President,<br />
Business Development (as of 1.4.2011)<br />
Joined M-real in 2011. Corporate management<br />
team member as of 2011.<br />
• Various positions (Consultant, Senior<br />
Consultant, Vice president ) at Jaakko<br />
pöyry Consulting in Finland and USa<br />
(1990–2000)<br />
• principal Consultant, pwC Management<br />
Consulting (2000–2002)<br />
• principal Consultant and Business<br />
development executive, IBM Corporation<br />
(2002–2007)<br />
• director, Group ICT, <strong>Metsä</strong>liitto Group<br />
(2007–2009)<br />
Soili<br />
hietanen<br />
• CIo, Senior Vice president, <strong>Metsä</strong>liitto<br />
Group (2009–2011).<br />
Shares 31.12.<strong>2010</strong>: no ownership.<br />
Mika Paljakka<br />
b. 1968<br />
Lic Econ and BA, MSc (Educ)<br />
Senior Vice President, Human Resources and<br />
Total Quality Management<br />
Joined the <strong>Metsä</strong>liitto Group in 2000.<br />
Corporate management team member as<br />
of 2008.<br />
• human Resources development Manager,<br />
perlos Corporation (1994–2000)<br />
• human Resources development Manager<br />
and Senior Vice president, human<br />
Resources, oy <strong>Metsä</strong>-Botnia ab (2000–<br />
2002)<br />
• Vice president, Business development,<br />
M-real (2002–2003)<br />
• Senior Vice president, human<br />
Resources & Management, Finnforest<br />
Corporation (2003–2008)<br />
• Senior Vice president, human Resources<br />
and Total Quality Management, M-real<br />
(2008–) and <strong>Metsä</strong>-Botnia (2009–).<br />
Shares 31.12.<strong>2010</strong>: 19,577 B shares.<br />
Seppo<br />
puotinen<br />
MaNaGeMeNT TeaM oF M-Real CoRpoRaTIoN<br />
115
Shares and shareholders<br />
Share capital and shares<br />
at 31 December <strong>2010</strong><br />
The company’s paid-in share capital on the<br />
balance sheet date was eUR 557,881,540.40<br />
and consisted of 328,165,612 shares. The<br />
company has two series of shares. The<br />
number of series a shares was 36,339,550<br />
and the number of series B shares<br />
291,826,062. each series a share entitles its<br />
holder to twenty (20) votes at a General Meeting<br />
of Shareholders, and each series B share<br />
entitles the holder to one (1) vote. all shares<br />
carry the same right to receive a dividend.<br />
M-real’s a shares can be converted to B<br />
shares if shareholder or representative of<br />
the nominee registered shares makes a written<br />
request of the conversion to the company.<br />
The conversion does not include additional<br />
consideration.<br />
Stock Exchange listings and share<br />
price development<br />
In <strong>2010</strong>, the highest price of M-real’s B shares<br />
on the NaSdaQ oMX helsinki ltd was eUR<br />
3.26, the lowest eUR 1.46, and the average<br />
price eUR 2.44. at year-end, the price of the<br />
B share was eUR 2.54. In 2009, the average<br />
price was 0.66, and at year-end 1.53. The<br />
trading volume of B shares in <strong>2010</strong> was eUR<br />
894 million, or 125 per cent of the share<br />
capital.<br />
116 ShaReS aNd ShaReholdeRS<br />
The market value of the a and B shares<br />
totaled eUR 845 million at the year-end.<br />
at year-end, <strong>Metsä</strong>liitto Cooperative<br />
owned 38.8 per cent of M-real Corporation’s<br />
shares, and the voting rights conferred by<br />
these shares was 60.5 per cent. International<br />
investors’ holdings were 14 per cent.<br />
Flaggings in <strong>2010</strong><br />
on 8 april <strong>2010</strong>, the holdings of Norway’s<br />
Central Bank (Norges Bank) in M-real<br />
dropped to 4.4 per cent of the share capital<br />
and 1.4 per cent of the voting rights.<br />
Impact of change in control<br />
Many of M-real’s financing agreements<br />
include a clause under which its loans will<br />
mature before their stated maturity if any<br />
new party will acquire control of M-real. In<br />
addition, shareholders agreements include<br />
a provision under which M-real must offer<br />
its shares in such companies for sale to the<br />
other shareholders in such companies in<br />
case of M-real’s change of control. according<br />
to the shareholders agreement for oy <strong>Metsä</strong>-<br />
Botnia ab, the shareholders must offer their<br />
shares for sale to the other shareholders in<br />
case of their change of control. a possible<br />
decrease of the voting rights of <strong>Metsä</strong>liitto<br />
Cooperative in M-real below 50 per cent<br />
would not alone, however, obligate M-real to<br />
offer its shares in oy <strong>Metsä</strong>-Botnia ab.<br />
Changes in share capital and numbers of shares 1.1.2000– 31.12.<strong>2010</strong><br />
Numbers<br />
of shares<br />
Share capital,<br />
eUR million<br />
1999 Share capital, 31 dec.1999 138,999,425 233.8<br />
2000 Change in nominal value<br />
5 May 2000, from share premium<br />
funds 2.5<br />
Share capital, 31 dec. 2000 138,999,425 236.3<br />
2001 Rights issue 35,000,000 59.5<br />
Rights issue 5,000,000 8.5<br />
Share capital, 31 dec. 2001 178,999,425 304.3<br />
2002–2003 No changes<br />
Share capital, 31 dec. 2003 178,999,425 304.3<br />
2004 Rights issue 148,633,415 252.7<br />
Rights issue 532,772 0.9<br />
Share capital, 31 dec. 2004 328,165,612 557.9<br />
2005–<strong>2010</strong> No changes<br />
Share capital, 31 dec. <strong>2010</strong> 328,165,612 557.9<br />
Directors’ interest<br />
Shareholdings of the <strong>Board</strong> of directors and<br />
the Corporate Management Team are presented<br />
on pages 112–115.<br />
<strong>Board</strong> of Directors’ authority to issue<br />
shares<br />
The <strong>Board</strong> of directors has authority to<br />
increase the share capital through one or<br />
more rights issues and/or more issues of<br />
convertible bonds such that in the rights<br />
issue or issue of convertible bonds, according<br />
to Finnish Companies act, Chapter 10 a<br />
total maximum of 58,365,212 M-real Corporation<br />
B shares can be subscribed for, and<br />
that the company’s share capital can be<br />
increased by a total maximum of eUR<br />
99,220,860.40<br />
The authorization will confer the right to<br />
disapply shareholders’ pre-emptive right to<br />
subscribe for new share and/or issues of<br />
convertible bonds and to decide on the subscription<br />
prices and other terms and conditions.<br />
Shareholder’s preemptive subscription<br />
rights can be disapplied providing that there<br />
is a significant financial reason for the company<br />
to do so, such as strengthening of the<br />
company’s balance sheet, making possible<br />
business structuring arrangements or taking<br />
other measures for developing the company’s<br />
business operations.<br />
Dividend policy<br />
M-real’s dividend policy is stable and rewarding<br />
to shareholders, and aims at paying a<br />
dividend of at least 1/3 of the Company’s<br />
earnings per share on average over the business<br />
cycle, nonetheless taking into account<br />
the Company’s gearing target.
Major shareholders * 12/31/<strong>2010</strong> A-series B-series Total Shares Votes<br />
Shareholders No. of shares No. of shares No. of shares % %<br />
1 <strong>Metsä</strong>liitto Cooperative 25,751,535 101,677,045 127,428,580 38.83% 60.54%<br />
2 Varma Mutual pension Insurance Company 2,203,544 12,015,451 14,218,995 4.33% 5.51%<br />
3 etola erkki olavi 0 7,000,000 7,000,000 2.13% 0.69%<br />
4 <strong>Metsä</strong>liitto Management oy 0 6,790,887 6,790,887 2.07% 0.67%<br />
5 Ilmarinen Mutual pension Insurance Company 3,534,330 3,028,211 6,562,541 2.00% 7.24%<br />
6 Maa- Ja <strong>Metsä</strong>taloustuottajain Keskusliitto Mtk Ry 1,704,249 1,437,230 3,141,479 0.96% 3.49%<br />
7 Fim Forte Mutual Fund 0 2,525,040 2,525,040 0.77% 0.25%<br />
8 The State pension Fund 0 2,503,560 2,503,560 0.76% 0.25%<br />
9 Nordea Fennia Fund 0 2,018,126 2,018,126 0.62% 0.20%<br />
10 op-Focus Fund 0 2,000,000 2,000,000 0.61% 0.20%<br />
11 alfred Berg Mutual Fund 0 1,927,045 1,927,045 0.59% 0.19%<br />
12 Mutual Fund Fim Fenno 0 1,800,773 1,800,773 0.55% 0.18%<br />
13 op-Suomi pienyhtiöt 0 1,300,000 1,300,000 0.40% 0.13%<br />
14 Mutual Insurance Company pension-Fennia 0 1,205,000 1,205,000 0.37% 0.12%<br />
15 erikoissijoitusrahasto Nordea Suomi 130/30 0 1,000,000 1,000,000 0.30% 0.10%<br />
16 Gyllenberg Finlandia Fund 0 1,000,000 1,000,000 0.30% 0.10%<br />
17 Veikko laine oy 0 928,485 928,485 0.28% 0.09%<br />
18 aBN amro Small Cap Mutual Fund 0 850,000 850,000 0.26% 0.08%<br />
19 hämäläinen pertti ensio 0 712,365 712,365 0.22% 0.07%<br />
20 Gyllenberg Small Firm Fund 0 700,000 700,000 0.21% 0.07%<br />
* Shareholders in the book-entry system. does not include nominee registered shareholders<br />
M-real A-share<br />
Number of shares Number of shareholders %<br />
Number of<br />
shares % Number of votes %<br />
1–100 949 26.90 55,928 0.15 1,118,560 0.15<br />
101–500 1,462 41.44 428,845 1.18 8,576,900 1.18<br />
501–1000 567 16.07 475,057 1.31 9,501,140 1.31<br />
1001–5000 479 13.58 1,005,523 2.77 20,110,460 2.77<br />
5001–10000 35 0.99 252,590 0.70 5,051,800 0.70<br />
10001–50000 29 0.82 611,294 1.68 12,225,880 1.68<br />
50001–100000 2 0.06 190,585 0.52 3,811,700 0.52<br />
100001–500000 1 0.03 126,070 0.35 2,521,400 0.35<br />
500001– 4 0.11 33,193,658 91.34 663,873,160 91.34<br />
Total 3,528 100 36,339,550 100 726,791,000 100<br />
of which nominee registered 7 63,964 0.18 1,279,280 0.18<br />
on waiting list, total 0 0 0<br />
In joint accounts 0 0<br />
Total in special accounts 0 0<br />
Number issued 36,339,550 100 726,791,000 100<br />
M-real B-share<br />
Number of shares Number of shareholders %<br />
Number of<br />
shares % Number of votes %<br />
1–100 13,982 33.02 614,669 0.21 614,669 0.21<br />
101–500 12,194 28.80 3,241,167 1.11 3,241,167 1.11<br />
501–1000 5,483 12.95 4,487,434 1.54 4,487,434 1.54<br />
1001–5000 7,681 18.14 18,814,105 6.45 18,814,105 6.45<br />
5001–10000 1,523 3.60 11,422,279 3.91 11,422,279 3.91<br />
10001–50000 1,238 2.92 25,286,060 8.67 25,286,060 8.67<br />
50001–100000 121 0.29 8,627,414 2.96 8,627,414 2.96<br />
100001–500000 90 0.21 18,907,521 6.48 18,907,521 6.48<br />
500001– 30 0.07 200,425,413 68.68 200,425,413 68.68<br />
Total 42,342 100 291,826,062 100 291,826,062 100<br />
of which nominee registered 12 45,444,245 15.57 45,444,245 15.57<br />
on waiting list, total 0 0 0<br />
In joint accounts 0 0<br />
Total in special accounts 0 0<br />
Number issued 291,826,062 100 291,826,062 100<br />
ShaReS aNd ShaReholdeRS<br />
117
M-real Shareholders<br />
3112<strong>2010</strong><br />
Share Price Development 2008–<strong>2010</strong><br />
index<br />
M-real a M-real B Nasdaq oMX helsinki Forest industry index<br />
118 ShaReS aNd ShaReholdeRS<br />
Non-profitmaking organizations 3%<br />
Financial and insurance institutions 5%<br />
public communities 8%<br />
households 25%<br />
<strong>Metsä</strong>liitto 39%<br />
other companies 6%<br />
Non-Finnish nationals 14%<br />
2008 2009 <strong>2010</strong><br />
Earnings per share<br />
EuR<br />
06 07 08 09 10<br />
0.5<br />
0<br />
-0.5<br />
-1.0<br />
-1.5<br />
-2.0<br />
120<br />
90<br />
60<br />
30<br />
Shareholder’s equity per share<br />
EuR<br />
06 07 08 09 10<br />
0<br />
M-real Voting Rights<br />
3112<strong>2010</strong><br />
Traded volume 2009–<strong>2010</strong><br />
millions<br />
a-share B-share<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
Dividend yield<br />
%<br />
Non-profitmaking organizations 4%<br />
Financial and insurance institutions 2%<br />
public communities 14%<br />
households 12%<br />
<strong>Metsä</strong>liitto 61%<br />
other companies 2%<br />
other companies 5%<br />
1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12<br />
06 07 08 09 10*<br />
* <strong>Board</strong>’s proposal to the <strong>Annual</strong> general Meeting<br />
80<br />
60<br />
40<br />
20<br />
0<br />
2.0<br />
1.5<br />
1.0<br />
0.5<br />
0
Share performance<br />
<strong>2010</strong> 2009 2008 2007 2006<br />
adjusted prices, eUR<br />
a share high 3.64 2.40 3.40 5.80 5.67<br />
low 1.93 0.54 0.77 3.00 3.66<br />
at year end 2.85 1.94 0.83 3.40 4.81<br />
average 2.85 1.52 1.88 4.42 4.61<br />
B share high 3.26 1.57 3.28 5.94 5.62<br />
low 1.46 0.19 0.67 2.96 3.26<br />
at year end 2.54 1.53 0.69 3.25 4.79<br />
average 2.44 0.66 1.59 4.56 4.41<br />
Trading in shares, units of NaSdaQ oMX helsinki<br />
a share 1,968,018 1,513,161 1,757,960 3,060,113 1,910,151<br />
% of total no. of a shares 5.4% 4.2% 4.8 8.4 5.3<br />
B share 365,284,851 497,931,005 634,548,405 511,653,806 522,205,654<br />
% of total no. of B shares 125.2% 170.6% 217.4 175.3 178.9<br />
Number of shares at the year end<br />
a share 36,339,550 36,339,550 36,339,550 36,339,550 36,339,550<br />
B share 291,826,062 291,826,062 291,826,062 291,826,062 291,826,062<br />
Total 328,165,612 328,165,612 328,165,612 328,165,612 328,165,612<br />
adjusted number of shares at year end 328,165,612 328,165,612 328,165,612 328,165,612 328,165,612<br />
Market capitalization of shares at year end, eUR million 844.8 517.0 231.5 1,070.0 1,572.6<br />
Number of shareholders* 43,937 42,766 40,555 38,067 39,984<br />
* Shareholders in the book entry system. does not include nominee registeres shareholders<br />
Figures per share<br />
eUR million <strong>2010</strong> 2009 2008 2007 2006<br />
Calculation of earnings per share<br />
Result from continuing operations before tax 48 -358 -204 -191 -280<br />
– non-controlling interest 1 -4 -9 1 3<br />
– taxation -21 27 34 23 11<br />
+ Result from discontinued operations 0 -23 -338 -27 -130<br />
= earnings 28 -358 -517 -194 -396<br />
– adjusted number of shares (average) 328,165,612 328,165,612 328,165,612 328,165,612 328,165,612<br />
earnings per share, eUR<br />
from continuing operations 0,09 -1.02 -0.55 -0.51 -0.81<br />
from discontinuing operations 0,00 -0.07 -1.03 -0.08 -0.40<br />
earnings per share total, eUR 0,09 -1.09 -1.58 -0.59 -1.21<br />
Shareholders’ equity per share, eUR 3,03 2.79 4.05 4.93 5.62<br />
divident per share, eUR 0,00 1) 0.00 1) 0.00 1) 0.06 0.06<br />
dividend per profit, % 0,0 0.0 0.0 -10.2 -5.0<br />
Nominal value per share, eUR . - - 1.70 1.70<br />
dividend yield, %<br />
Series a 0,0 1) 0.0 1) 0.0 1) 1.8 1.2<br />
Series B 0,0 1) 0.0 1) 0.0 1) 1.8 1.3<br />
price/earning ratio (p/e ratio)<br />
Series a 31,7 -1.8 -0.5 -5.8 -4.0<br />
Series B 28,2 -1.4 -0.4 -5.5 -4.0<br />
(p/BV), %<br />
Series a 94,1 69.5 20.5 60.9 76.8<br />
Series B 83,8 54.8 17.0 58.2 76.5<br />
1) <strong>Board</strong> of directors proposes that no dividend is paid for <strong>2010</strong>.<br />
ShaReS aNd ShaReholdeRS<br />
119
quaterly data<br />
eUR million Total year Quarterly<br />
Sales <strong>2010</strong> 2009 IV/<strong>2010</strong> III/<strong>2010</strong> II/<strong>2010</strong> I/<strong>2010</strong> IV/2009 III/2009 II/2009 I/2009<br />
Consumer packaging 1,175 968 303 305 310 257 255 250 237 226<br />
office papers 658 543 181 164 153 160 132 133 131 147<br />
Speciality papers 303 352 66 75 80 82 73 80 82 117<br />
Market pulp and energy 434 508 106 107 126 95 126 132 116 134<br />
other operations 198 189 55 53 44 46 59 56 40 34<br />
Internal sales -163 -128 -46 -42 -37 -38 -39 -33 -21 -35<br />
Sales 2,605 2,432 665 662 676 602 606 618 585 623<br />
Operating result. excluding<br />
non-recurring items <strong>2010</strong> 2009 IV/<strong>2010</strong> III/<strong>2010</strong> II/<strong>2010</strong> I/<strong>2010</strong> IV/2009 III/2009 II/2009 I/2009<br />
Consumer packaging 149 69 38 34 38 39 34 31 5 -1<br />
office papers 5 -48 0 9 -4 0 0 -13 -18 -17<br />
Speciality papers -26 -51 -8 -7 -5 -6 -6 -11 -22 -12<br />
Market pulp and energy 53 -54 12 16 16 9 -9 -14 -19 -12<br />
other operations -8 -66 -5 2 -2 -3 -12 -15 -16 -23<br />
EBIT 173 -150 37 54 43 39 7 -22 -70 -65<br />
Operating result and result before taxes <strong>2010</strong> 2009 IV/<strong>2010</strong> III/<strong>2010</strong> II/<strong>2010</strong> I/<strong>2010</strong> IV/2009 III/2009 II/2009 I/2009<br />
Consumer packaging 135 51 24 34 38 39 33 31 4 -17<br />
office papers 14 -104 9 9 -4 0 -54 -15 -18 -17<br />
Speciality papers -54 -151 -31 4 -21 -6 -78 -10 -23 -40<br />
Market pulp and energy 36 -91 -1 12 16 9 -39 -15 -19 -18<br />
other operations 15 28 -5 7 6 7 86 -15 -17 -26<br />
Operating result 1) 146 -267 -4 66 35 49 -52 -24 -73 -118<br />
Share of results in associated companies<br />
-24 -16 -3 -1 -18 -2 -2 -1 -12 -1<br />
exchange gains/losses -9 5 -2 -1 0 -6 1 2 2 0<br />
other financial income and expences -65 -80 -13 -19 -17 -16 -21 -49 -14 4<br />
Result before taxes 48 -358 -22 45 0 25 -74 -72 -97 -115<br />
Operating result. (% of sales) <strong>2010</strong> 2009 IV/<strong>2010</strong> III/<strong>2010</strong> II/<strong>2010</strong> I/<strong>2010</strong> IV/2009 III/2009 II/2009 I/2009<br />
Consumer packaging 11.5 5.3 7.9 11.1 12.3 15.2 12.9 12.4 1.7 -7.5<br />
office papers 2.1 -19.2 5.0 5.5 -2.6 0.0 -40.9 -11.3 -13.7 -11.6<br />
Speciality papers -17.8 -42.9 -47.0 5.3 -26.3 -7.3 -106.8 -12.5 -28.0 -34.2<br />
Market pulp and energy 8.3 -17.9 -0.9 11.2 12.7 9.5 -31.0 -11.4 -16.4 -13.4<br />
M-real 5.6 -11.0 -0.6 10.0 5.2 8.1 -8.6 -3.9 -12.5 -18.9<br />
1) <strong>Metsä</strong>-Botnia’s net result is included in operating result starting from 8 december 2009<br />
120 QUaTeRly daTa
1,000 tonnes Full year Quarterly<br />
Deliveries <strong>2010</strong> 2009 IV/<strong>2010</strong> III/<strong>2010</strong> II/<strong>2010</strong> I/<strong>2010</strong> IV/2009 III/2009 II/2009 I/2009<br />
Consumer packaging 1,390 1,212 344 353 372 321 327 315 296 274<br />
office papers 909 790 248 212 212 237 198 199 190 203<br />
Speciality papers 246 342 49 57 66 74 68 76 80 118<br />
paper businesses total 1,155 1,132 297 269 278 311 266 275 270 321<br />
Market pulp and energy 690 1,155 168 167 194 161 246 295 327 287<br />
Production <strong>2010</strong> 2009 IV/<strong>2010</strong> III/<strong>2010</strong> II/<strong>2010</strong> I/<strong>2010</strong> IV/2009 III/2009 II/2009 I/2009<br />
Consumer packaging 1,420 1,232 362 353 363 342 342 323 275 292<br />
office papers 910 795 238 228 209 235 213 181 202 199<br />
Speciality papers 235 297 46 52 67 70 63 69 69 96<br />
paper mills total 1,145 1,092 284 280 276 305 276 250 271 295<br />
<strong>Metsä</strong>-Botnia's pulp 1) 652 863 164 160 164 164 203 219 210 231<br />
M-real's pulp 1,295 1,120 327 331 308 329 316 263 264 277<br />
1) Corresponds to M-real’s ownership share of 30% in <strong>Metsä</strong>-Botnia<br />
QUaTeRly daTa<br />
121
production capacities<br />
BOARD MILLS<br />
1,000 tonnes Country Machines Folding boxboard linerboard Total<br />
Tampere Finland 2 205 205<br />
Kyröskoski Finland 1 150 150<br />
Äänekoski Finland 1 210 210<br />
Simpele *) Finland 1 220 220<br />
Kemi Finland 1 375 375<br />
Total 6 785 375 1,160<br />
*) The investment, to be finalised in the summer of 2011 will increase the annual folding boxboard capacity of the mill by approximately 80,000 tonnes.<br />
PAPER MILLS<br />
Coated Coated Uncoated Speciality<br />
1,000 tonnes Country Machines magazine paper fine paper fine paper papers Total<br />
Äänekoski Finland 1 190 190<br />
Kyröskoski Finland 1 105 105<br />
Bergisch Gladbach Germany 2 120 120 240<br />
düren Germany 3 20 20<br />
husum Sweden 3 275 435 710<br />
alizay France 1 310 310<br />
Total 11 275 190 865 245 1,575<br />
PULP MILLS<br />
1,000 tonnes Country<br />
Chemical<br />
pulp BCTMp Total<br />
husum Sweden 690 690<br />
hallein austria 160 160<br />
Joutseno Finland 290 290<br />
Kaskinen Finland 300 300<br />
Total 850 590 1,440<br />
METSÄ-BOTNIA **)<br />
1,000 tonnes Country<br />
Chemical<br />
pulp Total<br />
Äänekoski Finland 500 500<br />
Kemi Finland 590 590<br />
Rauma Finland 630 630<br />
Joutseno Finland 650 650<br />
Total 2,370 2,370<br />
**) M-real’s share of production capacity is 30%.<br />
OTHER SHAREHOLDINGS<br />
Coated magazine paper 230 Myllykoski paper oyj, (share 35%), Finland<br />
Uncoated magazine paper 370 Myllykoski paper oyj, (share 35%), Finland<br />
122 pRodUCTIoN CapaCITIeS
Ten years in figures<br />
<strong>2010</strong> 2009 2008 2007 2006 2005 2004 2003 2002 2001<br />
Income statement, EUR million<br />
Sales 2,605 2,432 3,236 3,499 3,698 3,342 5,522 6,044 6,564 6,923<br />
- change % 7.1 -24.8 -7.5 -5.4 10.7 n/a -8.6 -7.9 -5.2 14.8<br />
exports from Finland 1,179 1,073 1,216 1,084 1,068 875 1,696 1,653 1,714 1,743<br />
exports and foreign subsidiaries 2,396 2,232 3,068 3,274 3,459 3,160 5,182 5,652 6,173 6,438<br />
operating profit 146 -267 -61 -49 -172 11 28 74 324 389<br />
- % of sales 5.6 -11.0 -1.9 -1.4 -4.6 0.3 0.5 1.2 4.9 5.6<br />
profit from continuing operations before tax 1) 48 -358 -204 -191 -280 -117 -108 -80 134 154<br />
- % of sales 1.8 -14.7 -6.3 -5.5 -7.6 -3.5 -2.0 -1.3 2.0 2.2<br />
Result for the period from continuing operations 2) 27 -331 -170 -168 -270 -130 -125 -95 279 337<br />
- % of sales 1.0 -13.6 -5.3 -4.8 -7.3 -3.9 -2.3 -1.6 4.2 4.9<br />
Balance sheet, EUR million<br />
Balance sheet total 3,117 3,132 4,505 5,481 6,458 6,580 6,486 7,106 7,410 8,005<br />
Shareholders´ equity 994 916 1,329 1,830 2,055 2,459 2,393 2,245 2,461 2,341<br />
Non-controlling interest 5 8 58 52 63 45 37 19 75 60<br />
Interest-bearing net liabilities 827 777 1,254 1,867 2,403 2,205 2,183 3,109 3,019 3,482<br />
Dividends and figures per share<br />
dividends, eUR million 0 3) 0 0 19.7 19.7 39.4 39.4 53.7 107.4 107.4<br />
dividend per share, eUR 0 3) 0 0 0.06 0.06 0.12 0.12 0.25 0.51 0.51<br />
dividend/profit, % 0 3) 0 0 -10.2 -5.0 -48.0 63.2 -58.8 166.7 109.1<br />
earnings per share, eUR 0.09 -1.09 -1.58 -0.59 -1.21 -0.25 0.19 -0.43 0.30 0.46<br />
Shareholders´equity per share, eUR 3.03 2.79 4.05 5.58 6.26 7.49 7.29 10.56 11.57 11.01 4)<br />
Key figures – Profitability<br />
Return on capital employed, total % 5.7 -8.9 -1.3 -0.8 -5.5 0.9 0.9 1.6 5.8 6.9<br />
Return on equity, % 2.8 -28.6 -10.4 -8.5 -14.8 -4.0 -5.7 -3.8 3.0 4.7 4)<br />
Key figures – Financial position<br />
equity ratio, % 32.1 29.6 30.8 34.4 32.8 38.1 37.5 31.9 34.2 30.0 4)<br />
Gearing ratio, % 135 153 152 124 132 101 103 151 133 162 4)<br />
Net gearing ratio, % 83 84 90 99 113 88 89 137 119 145 4)<br />
Net cash flow arising from operating activities -69 81 -97 127 223 136 217 417 521 608<br />
Internal financing on capital expenditure; eUR million -105 111 -76 50 53 31 89 105 168 82<br />
Net interest expenses, eUR million 6) 64 92 156 148 109 81 130 166.9 142.3 194.3<br />
Interest cover 6) -0.1 1.9 0.4 1.9 3.0 2.7 2.7 3.5 4.7 4.1<br />
Other key figures<br />
Gross capital expenditure, eUR million 66 73 128 259 428 452 245 397 310 740<br />
- % of sales 5) 2.5 3.0 3.2 5.9 9.9 11.9 4.4 6.6 4.7 10.7<br />
R&d expenditure, eUR million 6) 5 7 10 14 18 22 28 27 26 27<br />
- % of sales 5) 0.2 0.3 0.3 0.4 0.5 0.6 0.5 0.4 0.4 0.4<br />
personnel, average 6) 4,772 5,913 6,849 8,267 9,849 10,429 16,532 20,372 21,070 22,237<br />
- of whom in Finland 1,842 2,173 2,437 2,824 3,344 3,423 5,263 6,178 6,328 6,406<br />
* The 2004–<strong>2010</strong> figures are calculated according to International Financial Reporting Standards (IFRS) and 2001–2003 according to Finnish accounting Standards (FaS),<br />
but 2001–2004 figures have not been restated due to disposal of Map Merchant Group and the Graphic papers Business.<br />
1) The 2001–2003 figures profit before extraordinary items<br />
2) The 2001–2003 figures profit before taxes and minority interest<br />
3) <strong>Board</strong> of directors proposes that no dividend is paid for <strong>2010</strong><br />
4) The convertible subordinated capital notes are included in liabilities<br />
5) The key ratio for 2005–<strong>2010</strong> has been calculated for continuing operations only<br />
6) From continuing operations for 2005–<strong>2010</strong><br />
Calculation of key ratios is presented on page 92<br />
TeN yeaRS IN FIGUReS<br />
123
Corporate responsibility data<br />
per production unit<br />
124 CoRpoRaTe ReSpoNSIBIlITy daTa peR pRodUCTIoN UNIT<br />
personnel production 1000 t/a emissions to air t/a<br />
<strong>Board</strong><br />
Co2 Sulphur NoX 31.12.<strong>2010</strong> lTa FR pulp and paper particulates fossil (So2 ) (No2 )<br />
alizay, France 326 28 240 9.4 4,444 8.3 227<br />
Gohrsmühle, Germany 688 5.5 185 6.1 260,181 541 430<br />
hallein, austria 197 13 133 12 7,547 81 236<br />
husum, Sweden 864 17 655 670 244 69,669 355 1,334<br />
Joutseno BCTMp, Finland 50 49 259 0 20,806 0 10<br />
Kaskinen BCTMp, Finland 80 15 247 73 4,191 32 243<br />
Kemiart liners, Finland 98 13 353 0 1,339 0 0.59<br />
Kyro, Finland 244 17 230 0 154,894 0.075 155<br />
Reflex, Germany 319 8.1 84 0 63,872 0 74<br />
Simpele, Finland 359 23 267 6.3 78,412 234 215<br />
Tako <strong>Board</strong>, Finland 206 26 188 0 75,595 0.034 74<br />
Äänekoski <strong>Board</strong>, Finland 167 15 206 1.1 3,501 8.2 46<br />
Äänekoski paper, Finland 248 33 175 1.2 4,853 11 52<br />
lTa FR (lost time accident Frequency Rate): accidents at work/million working hours<br />
* ISo 14001 standard includes the energy efficiency System (eeS)
discharges to water t/a Waste t/a Management system Chain of Custody<br />
Cod Bod1 phos-<br />
Total<br />
suspended landfill hazardous ISo ISo<br />
ISo<br />
phorus Nitrogen solids waste (dry) waste 9001 14001* eMaS ohSaS 22000 peFC FSC<br />
158 16 2.8 32 59 1,396 74 x x x x<br />
156 52 1.9 6.2 53 77 90 x x x x x x<br />
4,519 580 6.4 17 458 626 9 x x x x x<br />
9,866 694 25 170 701 135 900 x x x x<br />
439 5.0 0.28 4.4 7.5 225 16 x x x x x<br />
1,173 65.4 1.09 10.9 74 4,707 0 x x x x x<br />
426 33 1.2 18 73 195 18 x x x x x x<br />
327 0.83 1.0 12 40 14 13 x x x x x x<br />
68 27 1.4 0 27 69 64 x x x x x<br />
349 17 1.6 14 30 8,291 21 x x x x x x<br />
159 73 0.9 1.2 29 92 40 x x x x x x<br />
542 218 0.83 9.9 167 48 4.6 x x x x x x<br />
286 119 0.26 2.7 83 88 4.7 x x x x x x<br />
CoRpoRaTe ReSpoNSIBIlITy daTa peR pRodUCTIoN UNIT<br />
125
Financial <strong>report</strong>ing<br />
M-real does not comment on its financial<br />
performance or similar issues from the close<br />
of each <strong>report</strong>ing period up to the publication<br />
of the <strong>report</strong> for said period, except for information<br />
on a change in the market situation<br />
and the rectification of incorrect information.<br />
Financial Information<br />
Financial <strong>report</strong>s are published in english<br />
and Finnish. annual <strong>report</strong>s and other<br />
publications can be ordered from M-real<br />
Corporation by e-mail:<br />
corporate.communications@m-real.com.<br />
M-real’s internet site www.m-real.com material<br />
for investors is collected under the heading<br />
Investor Relations. Stock exchange<br />
releases, interim <strong>report</strong>s and financial information<br />
on these web pages are updated in<br />
real time. M-real company presentation on<br />
the site is updated when financial <strong>report</strong>s are<br />
published. Information on subjects such as<br />
M-real’s products, customer cases, sales<br />
network and environmental issues and<br />
organization can be found on the web pages.<br />
also, feedback can be sent through the company<br />
site. M-real’s general e-mail address<br />
is corporate.communications@m-real.com.<br />
Shares<br />
The company has total of 328,165,612 shares.<br />
Information on M-real Corporation’s shares<br />
is given in this <strong>report</strong> on pages 116–119.<br />
M-real’s shares series a and B are quoted<br />
on the Mid Cap list of NaSdaQ oMX helsinki<br />
ltd. The trading codes of the shares are<br />
MRlaV and MRlBV, respectively.<br />
126 FINaNCIal RepoRTING<br />
Investor relations<br />
M-real is committed to generating shareholder<br />
value. M-real is set to improve its cost<br />
efficiency and profitability and to intensify its<br />
operations and organization. M-real offers<br />
up-to-date and easily utilizable information<br />
on the company regularly and openly. The<br />
company aims to produce reliable and factual<br />
information concerning its operations and<br />
financial position as well as the near-term<br />
outlook. all investors are treated equally.<br />
M-real has described the general guidelines<br />
and defined the responsibilities with reference<br />
to handling material information and<br />
contacts with the financial market in its IR<br />
policy. The policy can be found in M-real’s<br />
web pages www.m-real.com.<br />
For shareholders’ information<br />
M-real Corporation will publish financial<br />
<strong>report</strong>s in the year 2011 as follows.<br />
Thursday 10 February 2011<br />
Financial results for <strong>2010</strong><br />
Wednesday 4 May 2011<br />
Interim <strong>report</strong> January–March 2011<br />
Thursday 4 august 2011<br />
Interim <strong>report</strong> January–June 2011<br />
Wednesday 2 November 2011<br />
Interim <strong>report</strong> January–September 2011<br />
Closed window Financial <strong>report</strong> Publication date<br />
1 January to 10 February 2011 Financial results for <strong>2010</strong> Thu 10 February 2011<br />
1 april to 4 May 2011 Interim <strong>report</strong> January–March Wed 4 May 2011<br />
1 July to 4 august 2011 Interim <strong>report</strong> January–June Thu 4 august 2011<br />
1 october to 2 November 2011 Interim <strong>report</strong> January–September Wed 2 November 2011<br />
<strong>Annual</strong> General Meeting<br />
The annual General Meeting of M-real will<br />
be held at Finlandia-talo, helsinki hall, Mannerheimintie<br />
13e helsinki, on Wednesday 23<br />
March 2011 at 4 p.m. eeT. Shareholders<br />
wishing to take part in the annual General<br />
Meeting and to exercise their right to vote<br />
must be registered on 11 March 2011 on the<br />
shareholders’ register of the company held<br />
by euroclear Finland ltd. a shareholder has<br />
to give prior notice to the company not later<br />
than by 10 a.m. on 18 March 2011 on the<br />
company’s website at www.m-real.com; by<br />
e-mail to aGM2011@m-real.com; by telephone<br />
to +358 10 4654190 on weekdays<br />
between 1 p.m. and 3 p.m.; or by mail to<br />
M-real Corporation, legal Services/<br />
Kansanen, p.o. Box 20, FI-02020 <strong>Metsä</strong>.<br />
possible proxy documents should be<br />
delivered in originals to the above address<br />
before the last date of registration. The <strong>Board</strong><br />
of directors presents that no divident is paid<br />
for the year <strong>2010</strong>.
Share register<br />
Shareholder’s address, name and ownership<br />
changes are requested to be informed to that<br />
book-entry register which holds their book<br />
entry account.<br />
Contact information<br />
eQUITy INVeSToRS<br />
Matti Mörsky<br />
Tel. +358 10 465 4913<br />
Fax +358 10 465 5232<br />
matti.morsky@m-real.com<br />
eQUITy INVeSToRS aNd CoMMUNICaTIoNS<br />
Juha laine<br />
Tel. +358 10 465 4335<br />
Fax +358 10 465 5232<br />
juha.laine@m-real.com<br />
corporate.communications@m-real.com<br />
deBT INVeSToRS aNd BaNKeR<br />
RelaTIoNShIpS<br />
ari-pekka latti<br />
Tel. +358 10 465 4255<br />
Fax +35810 465 4695<br />
ari-pekka.latti@metsafinance.com<br />
Ilkka punkari<br />
Tel. +358 10 465 5226<br />
Fax +358 10 456 4695<br />
ilkka.punkari@metsafinance.com<br />
General questions and comments on investor<br />
relations can be e-mailed to investor.<br />
relations@m-real.com<br />
www.m-real.com<br />
FINaNCIal RepoRTING<br />
127
Contact information<br />
M-real Corporation<br />
head office<br />
po Box 20<br />
02020 <strong>Metsä</strong>, Finland<br />
Revontulentie 6<br />
02100 espoo, Finland<br />
Tel. +358 10 4611<br />
Telefax +358 10 465 5232<br />
Business Id 0635366–7<br />
www.m-real.com<br />
128 CoNTaCT INFoRMaTIoN<br />
BUSINESS AREAS<br />
Consumer Packaging<br />
hallituskatu 1<br />
33200 Tampere<br />
Finland<br />
Tel. +358 10 4611<br />
Fax +358 10 463 3158<br />
Mills (in Finland)<br />
Joutseno<br />
Kaskinen<br />
Kemiart liners<br />
Kyro<br />
Simpele<br />
Tako<br />
Äänekoski<br />
Office Papers<br />
Van Boshuizenstraat 12<br />
1083 Ba amsterdam<br />
Netherlands<br />
Tel. +31 20 572 7500<br />
Fax +31 20 572 7570<br />
Mills (Country)<br />
alizay (France)<br />
husum (Sweden)<br />
Speciality Papers<br />
an der Gohrsmühle<br />
51465 Bergisch Gladbach<br />
Germany<br />
Tel. +49 2202 15 0<br />
Fax +49 2202 15 2806<br />
Mills (Country)<br />
Gohrsmühle (Germany)<br />
Reflex (Germany)<br />
Market Pulp and Energy<br />
Revontulentie 6<br />
02100 espoo<br />
Finland<br />
Tel. +358 1046 11<br />
Fax +358 1046 54148<br />
Mills (Country)<br />
hallein (austria)<br />
Kaskinen (Finland)<br />
Sales network (Country, city)<br />
argentina and Uruguay (Buenos aires)<br />
australia (Melbourne)<br />
Belgium (Brussels)<br />
Brazil (São paulo)<br />
Bulgaria (Sofia)<br />
Chile (Santiago)<br />
China (hong Kong, Shanghai)<br />
Costa Rica (San José)<br />
Cyprus (paphos)<br />
Czech Republic (prague)<br />
Finland (espoo, Tampere)<br />
France (paris)<br />
Germany (Bergisch Gladbach, Frankfurt)<br />
Greece (athens)<br />
Iceland (Reykjavik)<br />
India (Mumbai)<br />
Ireland (dublin)<br />
Israel (Tel aviv)<br />
Italy (Milan)<br />
Japan (Tokyo)<br />
Jordan (amman)<br />
lebanon (Beirut)<br />
Malta (San Gwann)<br />
Mexico (México)<br />
Netherlands (amsterdam)<br />
peru (lima)<br />
poland (Warsaw)<br />
Romania (Bucharest)<br />
Serbia (Belgrad)<br />
Singapore (Singapore)<br />
South africa (Cape Town, durban)<br />
Spain (Madrid, Badajoz)<br />
Syria (damascus)<br />
Turkey (Istanbul)<br />
United Kingdom (Chatham, Maidenhead)<br />
Ukraine (Kiev)<br />
hungary (Budapest)<br />
Russia (Moscow)<br />
United States (Norwalk, CT)<br />
To locate contact details of local M-real sales<br />
offices, please visit company website<br />
www.m-real.com
Publication information<br />
Papers<br />
Cover: galerie Art silk 300 g/m 2<br />
<strong>Annual</strong> Report: galerie Art silk 130 g/m 2<br />
financial statements:<br />
galerie Art silk 115 g/m 2<br />
graphic design and layout:<br />
Zeeland branding Oy<br />
Photos: Jari Riihimäki<br />
3d visualization: 3d Render Ltd<br />
Printer: Lönnberg Print<br />
Additional copies:<br />
M-real Corporation<br />
Communications<br />
P.O. box 20<br />
02020 METsÄ<br />
finland<br />
E-mail:<br />
corporate.communications@m-real.com<br />
Also available as Pdf: www.m-real.com<br />
The <strong>Annual</strong> Report is available in English<br />
and finnish.