Board Committees

The Executive Committee prepares matters to be considered at the Board meetings. The Executive Committee consists of the Chair and Vice Chair of the Board, the President and CEO and, at the Chair’s invitation, one or several members of the Board.

From the date of the 2024 AGM, the Executive Committee comprised Pekka Ala-Pietilä (Chair), Klaus Cawén and Rob Kolkman. The Executive Committee convened once in 2024, before the AGM 2024, with an attendance rate of 100%.

Members' attendance at Executive Committee meetings 2024

The Audit Committee assists the Board in fulfilling its oversight responsibilities for matters pertaining to financial reporting and control, risk management, external audit and internal audit, in accordance with the Charter approved by the Board, the Finnish Corporate Governance Code as well as applicable laws and regulations.

The Audit Committee e.g. reviews the Interim Reports and Half-Year Report, discusses enterprise risk analyses including identified risks and mitigation plans, monitors the principles concerning the monitoring and assessment of related party transactions, prepares the appointment, monitors and evaluates the independence of the company’s auditor, and approves the internal audit plan including a follow up of its progress. The Audit Committee also reviews the Corporate Governance Statement and the Group’s nonfinancial reporting. 

In 2024, the Audit Committee placed a strong focus on CSRD (Corporate Social Responsibility Directive) matters, in addition to its regular duties and repeating agenda items. This included the introduction of a new Sustainability Policy. The Committee also reviewed the results of the CSRD double materiality assessment (DMA) and received regular general updates on CSRD. Additionally, a deep dive session into the CSRD double materiality was conducted.

In addition to members of the Audit Committee, the Group’s President and CEO, CFO and people responsible for topics on the Audit Committee’s agenda, participate in meetings presenting their corresponding agenda items to the Committee. Also, the Internal Auditor participates in the Audit Committee meetings. The Auditor in Charge and Sustainability Auditor is also present at the meetings and gives updates on auditing work conducted in between the meetings.

In accordance with its Charter, the Audit Committee consists of the Chair of the Committee and at least two, and at most four members, appointed annually by the Board among its members. Members of the Committee shall be independent of the Company, and at least one member shall also be independent of significant shareholders. As required by law, at least one member of the Audit Committee must have expertise in accounting or auditing. The Committee meets at least four times a year.

From the date of the 2024 AGM, the Audit Committee comprised Rolf Grisebach (Chair), Klaus Cawén, Mika Ihamuotila and Sebastian Langenskiöld. All members of the Committee are independent of the Company and of significant shareholders of the Company. Majority of the members are financial experts based on their educational or occupational backgrounds. In addition, there is sustainability competence represented in the Committee. The Audit Committee convened seven times in 2024, with an average attendance rate of 93%.

Members' attendance at Audit Committee meetings 2024

The Human Resources Committee is responsible for preparing human resources matters related to the compensation of the President and CEO and key executives, evaluation of the performance of the President and CEO and key executives, Group compensation policies, Human Resources policies and practices, development and succession plans for the President and CEO, as well as key executives and other preparatory tasks as may be assigned to it from time to time by the Board and/or the Chair of the Board. In addition, the Committee discusses the composition and succession of the Board as well as prepares the Remuneration Policy and Remuneration Report.

In 2024, in addition to key remuneration aspects, the Human Resources Committee discussed relevant topics like employer branding and the hybrid work approach, and recommended to the Board of Directors the approval of the new People Policy, aiming to provide a common understanding of Sanoma’s people guiding principles. The Committee participated actively in the development of Sanoma’s HR Strategy, based on both relevant external trends impacting the businesses and guided by the Sanoma business strategy. Sanoma’s strategic people priorities shall build capabilities for the future, foster a people-centric culture and transform the organisation and ways of working that are fit for purpose, aiming to invest in the development of talent and skills, upgrade tools and technology for automation and efficiency, optimise the HR operating model to continuously improve employee and leader experience, and enable a collaborative culture across Sanoma that leverages its scale and
common purpose. 

In addition to members of the Human Resources Committee, the Company’s President and CEO, CHRO, HRO of Media Finland and other people responsible for HR participated in the meetings, presenting respective agenda items to the Committee.

The Human Resources Committee comprises at least three and at most five members, who are appointed annually by the Board. The majority of the members shall be independent of the Company. The Committee meets at least twice a year.

From the date of the 2024 AGM, the Human Resources Committee comprised Julian Drinkall (Chair), Anna Herlin and Sebastian Langenskiöld. All members of the Committee are independent of the Company and two members (Julian Drinkall and Sebastian Langenskiöld) are independent of significant shareholders of the Company. There is sustainability competence represented in the Committee. The Human Resources Committee convened four times with an attendance rate of 100%.

Members' attendance at Human Resources Committee meetings 2024