The Annual General Meeting of Sanoma Corporation was held on 1 April 2009. All materials of the meeting can be found in the Archive.
Resolutions of the AGM
In accordance with the proposal of the Board of Directors, Sanoma Corporation's Annual General Meeting approved today the payment of a dividend of EUR 0.90 per share and authorised the Board to decide on the repurchase of the Company's own shares.
Board members Jaakko Rauramo and Sakari Tamminen were re-elected and Annet Aris was elected as a new member to the Board. Jaakko Rauramo continues as Chairman of the Board and Sakari Tamminen was elected as Vice Chairman.
The AGM adopted the financial statements and consolidated financial statements for 2008 and discharged the members of the Board of Directors as well as President and CEO from liability for the financial year 2008.
Use of the profit and dividend payment
The AGM resolved that a dividend of EUR 0.90 per share shall be paid and a sum of EUR 500,000 shall be transferred to the donation reserve and used at the Board of Directors' discretion. The record date for distribution of dividends is Monday, 6 April 2009 and in Finland, the dividends will be paid on Wednesday, 15 April 2009. Outside Finland, the actual dividend payment date will be determined by the practices of the intermediary banks transferring the payments.
Authorisation to decide on the repurchase of the Company's shares
The AGM authorised the Board to decide on the repurchase of maximum of 16,000,000 Company's own shares. The authorisation is effective until 30 June 2010.
These shares will be purchased with the Company's unrestricted shareholders' equity, and the repurchases will reduce funds available for distribution on profits. The shares will be repurchased to develop the Company's capital structure, carry out potential corporate acquisitions or other business arrangements, or to be transferred for other purposes, retained as treasury shares, or cancelled.
The shares can be repurchased either through a tender offer made to all shareholders on equal terms or in other proportion than that of the current shareholders at the market price of the repurchase moment on the NASDAQ OMX Helsinki Ltd.
Members of the Board and remuneration
The number of Sanoma's Board members was set at ten. Board members Jaakko Rauramo and Sakari Tamminen were re-elected, and Annet Aris was elected as a new member to the Board. Annet Aris is Adjunct Professor of Strategy at INSEAD, an international graduate business school and research institution.
The Board of Directors of Sanoma consists of Jaakko Rauramo (Chairman), Sakari Tamminen (Vice Chairman), and Annet Aris, Robert Castrén, Jane Erkko, Paavo Hohti, Sirkka Hämäläinen-Lindfors, Seppo Kievari, Rafaela Seppälä and Hannu Syrjänen as members.
According to the Articles of Association, the term of Board member is three years. The Board members' terms have been arranged so that about one third of the members are elected annually. The term of Sirkka Hämäläinen-Lindfors, Seppo Kievari and Hannu Syrjänen continues until the AGM in 2010, the term of Robert Castrén, Jane Erkko, Paavo Hohti and Rafaela Seppälä continues until the AGM in 2011 and the term of Annet Aris, Jaakko Rauramo and Sakari Tamminen continues until the AGM in 2012.
As before, the AGM resolved to pay the following monthly renumeration to members of the Board:
- EUR 8,500 to the Chairman
- EUR 6,500 to the Vice Chairman and
- EUR 5,500 to members.
A sum of EUR 1,000 per meeting will be paid to committee members.
The AGM re-appointed Pekka Pajamo, Authorised Public Accountant, and Sixten Nyman, Authorised Public Accountant, as his deputy, and chartered accountants KPMG Oy Ab, with Kai Salli, Authorised Public Accountant, as Auditor in Charge, as the auditors of the Company. The AGM decided to continue to pay the auditors according to the invoice.