UPM Annual Report 2025
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Sustainability Statement
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until the end of production. In February 2025, UPM Adhesive Materials acquired Metamark, a UK-based company with a manufacturing site in Lancaster. This site is included in the environmental disclosure from January 2025. For the social data, information regarding exclusions is provided with the relevant disclosures. No information relating to intellectual property, know-how or the results of innovation has been omitted from the Sustainability Statement. No exemptions have been used for disclosure of impending developments or matters in negotiation. Coverage of the value chain The sustainability information disclosed is based on UPM's double materiality assessment (DMA) of impacts, risks and opportunities, which covers both the upstream and downstream value chain. The policies, actions and targets also cover aspects of the whole value chain, depending on the relevance of the aspect in the different parts of the value chain. ESRS standard S4 “Consumers and end-users” is omitted from UPM's disclosure. The majority of UPM's products are further processed by UPM's customers and, consequently, UPM does not have direct control of the products provided to consumers and end-users. Therefore, based on the DMA, UPM's impact on consumers and end-users is not considered material. Customer-related aspects such as product safety, ecolabels or product-related aspects like carbon storage in products are covered by other standards where appropriate. Information about time horizon, estimation and reporting errors in previous periods The reporting period covered by the Sustainability Statement is the same as in the Financial Statements. For information on time horizon, refer to » ESRS 2, SBM-3, Material impacts, risks and opportunities For information on value chain estimation, refer to » E1-6, Reporting principles for metrics, Scope 3 In case estimations have been used, in case there are uncertainties related to the metrics disclosed or in case of errors in the previous year’s reporting, this is disclosed in the context of the relevant disclosure. Changes in the preparation of sustainability information For the reporting year 2025, UPM reports its sustainability information for the second time in accordance with the requirements from the European Sustainability Reporting Standards (ESRS). The content of the Sustainability Statement has been subject to a limited assurance engagement. Scope 1 and 2 emissions have been subject to reasonable assurance. The assurance reports can be found from page 350 onward.. This Sustainability Statement covers disclosures according to the Task Force on Climate-related Financial Disclosure (TCFD), the Task ESRS 2 BP-2 ESRS 2 BP-2
Force on Nature-related Financial Disclosure (TNFD), and the ISSB’s two sustainability disclosure standards IFRS S1 (General Requirements for Disclosure of Sustainability-related Financial Information) and S2 (Climate-related Disclosures). The respective alignment indices are published at the end of this Sustainability Statement. Information on how UPM reports on sustainability reporting standards of the Global Reporting Initiative, is available on the UPM webpage. Incorporation by reference The following information is incorporated by reference: • ESRS 2 SBM-1: Employees by geographical area • E1-9: Anticipated financial effects from physical and transition risk and potential climate-related opportunities • E4-6: Anticipated financial effects from material biodiversity risk and opportunities Sustainability governance UPM has a one-tier governance model consisting of the Board of Directors and the President and CEO, in addition to the Annual General Meeting of shareholders. All nine members of the Board of Directors are non-executive. To enhance the Board's decision-making process, the Board has established three committees composed of its members: the Audit Committee; the Remuneration Committee; and the Nomination and Governance Committee. The President and CEO of UPM-Kymmene Corporation leads the day to-day operations of the company in accordance with the instructions and orders given by the Board of Directors. In the operational management of the company, the President and CEO is assisted by the Group Executive Team (GET), consisting of the executives heading the business areas and global functions, and by the Business Area Boards and the Strategy Team. The President and CEO chairs the GET, the Business Area Boards and the Strategy Team. UPM's Board of Directors does not include any representatives of the employees. Experience and expertise in sustainability and business conduct matters Members of the Board of Directors and the President and CEO have versatile experience and skills in the field of sustainability, for example in climate change, biodiversity, human rights, supply chain management, stakeholder engagement and ESG in general. In addition, the President and CEO has access to UPM's resources regarding these skills. The Board members and the President and CEO have experience from all sectors and products relevant to UPM such as pulp and paper, packaging, adhesive materials (self-adhesive products, film products and graphic solutions), forestry, energy, chemicals, biofuels, R&D as well as GOV-1
finance and accounting. In addition, UPM Board members and the President and CEO have experience from all geographies relevant to UPM, i.e. Europe, Middle East, Asia and Americas. They also have experience in the field of business conduct matters relevant to UPM. The experience of the Board of Directors as described above, as well as the experience of the President and CEO from his previous positions in UPM, provides the relevant skills and expertise in UPM's operations and business model and the related impacts, risks and opportunities. In addition, the Board of Directors and the President and CEO are provided with information on relevant and topical sustainability issues, both regularly and as required. Board diversity UPM's Board of Directors comprises five nationalities (Finnish, Norwegian, Dutch, German, Swiss). The ages of the Board members vary between 50 and 67 years. 33% of the Board members have been members of the Board for 1-4 years, 33% have been members of the Board for 5-9 years and 33% have been members of the Board for 10 years or more. All Board members hold a university degree. When it comes to gender, 44% (4/9) of UPM Board members are female and 56% are male. The President and CEO is an Italian citizen, born in 1969, holds a Master of Science (engineering) degree and his gender is male. The overall aim of diversity is to ensure that the Board has a broad range of skills, experience and perspectives, as well as knowledge of UPM and other relevant industries, so that the Board can effectively carry out its responsibilities, particularly those related to strategy and risk management. The Board’s objective is to include an appropriate number of directors of different nationalities, ages, genders, and length of service. The Board's diversity principles are included in the Board and Committee Charters and, more specifically, in the Board's Diversity Policy . See » upm.com/governance. More information about the diversity of UPM's Board of Directors, related objectives and the results is available in the Corporate Governance Statement 2025 . See » upm.com/governance. Board independence 100% of the Board members are independent of the company and the company's significant shareholders as assessed by the Board with the assistance of the Nomination and Governance Committee. All Board members are independent of the company's significant shareholders, as the company has no controlling shareholder, and no shareholder of the company has announced a holding of 10% or more of the company's shares or votes. The Board has also concluded that all directors, including Henrik Ehrnrooth, Piia-Noora Kauppi and Kim Wahl, who have been non-executive directors of the company for ten consecutive years or more, are independent of the company. Based on the Board's overall evaluation of the independence of these directors, their long-standing service does not compromise their independence, and no other factors or circumstances have been identified that could affect their independence.
Basis for preparation
ESRS 2 BP-1
This Sustainability Statement has been prepared in accordance with the EU Corporate Sustainability Reporting Directive (CSRD) and the underlying European Sustainability Reporting Standards (ESRS). Scope of consolidation This Sustainability Statement has been prepared on a consolidated basis. All UPM subsidiaries, joint ventures, and associates that are fully consolidated or proportionately consolidated are included in the Sustainability Statement. In the double materiality assessment (DMA), the entire value chain is in the scope of assessment and consolidation of information for material impacts, risks, and opportunities. The primary subsidiaries and joint operations included in UPM's financial reporting are listed in the Annual Report. Refer to » Note 8.2 Principal subsidiaries and joint operations in the consolidated financial statements. In financial reporting, UPM consolidates acquired entities from the acquisition date, which is when UPM gains control. For social disclosures, the same list of subsidiaries, including any non controlling interests, is relevant unless otherwise stated in connection with the respective disclosure. In the case of acquisitions and divestments, the approach to social data disclosure may vary and is detailed within the relevant context. For environmental disclosures, the consolidated data covers the production units and forestry operations of the main subsidiaries. All production units are included unless otherwise stated in the context of the relevant disclosure. An overview of production units is available on pages 8-9 of the Annual Report. For jointly operated on-site power plants, UPM includes fuel, air emissions and waste data corresponding to UPM's energy supply. Environmental investments include the share corresponding to UPM's ownership of the on-site power plant. For divestments or acquisitions, environmental data is included from the month of acquisition or until the month of divestment, provided the production unit has been part of UPM for more than half the year. For new production units under construction, environmental data is considered from the start of production. As the production and sales of the first commercial products started mid December 2025, the Leuna biorefinery will be included in the environmental data from January 2026 onwards. Figures presented in this Sustainability Statement are rounded, and therefore the sum of individual figures might deviate from the total figure presented. In 2025, UPM Communication Papers permanently closed its Kaukas paper mill in Finland and its Ettringen paper mill in Germany. UPM Adhesive Materials transferred production from the Kaltenkirchen site in Germany to other European sites and decided to convert the Nancy factory in France into a slitting and distribution terminal in 2026. As part of a long-term strategic partnership, UPM Fibres sold its Korkeakoski sawmill in Finland to Versowood, receiving a minority shareholding in the company in return. In 2025, UPM also exited the biomedical business. The environmental data of these sites is included in the consolidated data
UPM Financial Report 2025
138
UPM Financial Report 2025
139
138
139
UPM Annual Report 2025
UPM Annual Report 2025
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