The Board may appoint committees, executive committees and other permanent or fixed-term bodies to focus on certain duties  assigned by the Board. The Board confirms the charter of these committees and provides the policies given to other bodies appointed  by the Board. The committees report regularly to the Board.

The Board has an Executive Committee that prepares proposals for matters to be decided or noted by the Board. In addition, the Board has an Audit Committee and a Human Resources Committee.

The members of the committees are appointed among the members of the Board in accordance with the charter of the respective committee. The committees are neither decision-making nor executive bodies, but the Board can, if it so decides, delegate certain decision-making authority to the Committees or the President and CEO.

In its organisation meeting held after the AGM 2023, the Board of Directors decided to appoint from among its members the following members to its committees:

Executive Committee

Pekka Ala-Pietilä (Chair), Nils Ittonen, Rob Kolkman (since 1 Jan 2024). (Susan Duinhoven was a member until 31 Dec 2023)

Audit Committee

Denise Koopmans (Chair), Mika Ihamuotila, Nils Ittonen, Sebastian Langenskiöld

Human Resources Committee

Julian Drinkall (Chair), Rolf Grisebach, Anna Herlin, Sebastian Langenskiöld

Composition, duties and responsibilities of the Board Committees

Executive Committee

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.

In 2022, the Executive Committee comprised Pekka Ala-Pietilä (Chair), Nils Ittonen and Susan Duinhoven. The Executive Committee convened 6 times in 2022, with an attendance rate of 100%. 

Members' attendance at Executive Committee meetings in 2022
Board member # of meetings attended Attendance rate, %
Pekka Ala-Pietilä (Chair) 6/6 100
Susan Duinhoven 6/6 100
Nils Ittonen 6/6 100

 

Audit Committee

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 follow up of its progress. The Audit Committee also reviews the Corporate Governance Statement and the Group’s nonfinancial reporting.

In 2022, the Audit Committee focused on specific deep dive themes in two of its meetings in addition to regular agenda items. The deep dive themes included IR Review, Internal Controls, M&A process, and Finance organisation. In addition, the Audit Committee paid special attention and had regular updates on information security topics, finance organisation, privacy, ethics and compliance, progress of the sustainability programme, cash flow and funding strategy as well as the company’s response to the current geopolitical situation.

In addition to members of the Audit Committee, the company’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. In addition, the Internal Auditor has attended the Audit Committee meetings since July 2021 and will continue to do so. The Auditor in Charge is also present in the meetings and gives updates on auditing work conducted in between the meetings.

In accordance with its Charter, the Audit Committee consist 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 2022 AGM, the Audit Committee comprised Denise Koopmans (Chair), Rolf Grisebach, Anna Herlin, Mika Ihamuotila and Nils Ittonen. All members of the Committee were independent of the company and three members (Rolf Grisebach, Mika Ihamuotila and Denise Koopmans) independent of significant shareholders of the company. 4 out of 5 of the members were financial experts based on their educational or occupational backgrounds. In addition, there was sustainability competence represented in the Committee. The Audit Committee convened 6 times in 2022, with an average attendance rate of 90%. 

Members' attendance at Audit Committee meetings 
Board member # of meetings attended Attendance rate, %
Denise Koopmans (Chair) 5/6 83
Rolf Grisebach  5/6 83
Anna Herlin 6/6 100
Mika Ihamuotila 5/6 83
Nils Ittonen 6/6 100

 

Human Resources Committee

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 2022, the Human Resources Committee paid special attention to how to support employees and managers in implementing the hybrid way of working (combining office work with remote work). It also focused on culture topics, the wellbeing of employees and tracking closely
the strategic transformation projects within Sanoma Learning. In addition to members of the Human Resources Committee, the company’s President and CEO, CHRO, HRO of Sanoma Media Finland and other people responsible for HR participated in the meetings, presenting their 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 2022 AGM, the Human Resources Committee comprised Julian Drinkall (Chair), Sebastian Langenskiöld and Rafaela Seppälä. All members of the Committee were independent of the company and major shareholders of the company. The Human Resources Committee convened 4 times with an attendance rate of 100%. 

Members' attendance at Human Resources Committee meetings
Board member # of meetings attended Attendance rate, %
Julian Drinkall (Chair) 4/4 100
Sebastian Langenskiöld  4/4 100
Rafaela Seppälä 4/4 100