Board of Directors

In accordance with the Articles of Association of Sanoma, the Board shall be composed of five to eleven members elected by the General Meeting. The General Meeting also elects the Chair and the Vice Chair on of the Board.

The term of a member of the Board begins at the end of the Annual General Meeting (AGM) in which he or she has been elected and expires at the end of the AGM following the election.

Sanoma Corporation’s Annual General Meeting resolved on 7 April 2022 to establish a Shareholders’ Nomination Committee and adopted its Charter. The Shareholders’ Nomination Committee prepares the proposals on the number, composition and remuneration of the members of the Board of Directors to the Annual General Meeting. However, any shareholder of the Company may also make a proposal directly to the Annual General Meeting in accordance with the Finnish Companies Act.

The members of the Board shall have the qualifications and experience necessary to perform their duties, as well as the possibility to devote sufficient time for the Board work. They shall also meet the independence and other requirements applicable to publicly listed companies in Finland and both genders shall be represented on the Board.

Matters related to the diversity of the Board are defined in the Charter of the Shareholders’ Nomination Committee and referred to on a general level in the Charter of the Board of Directors and the Company’s People Policy. In order to ensure that the Board has sufficient and versatile competencies, mutually complementing experience and knowledge of the industry for the needs of Sanoma expressed in the strategy at any given time, the Shareholders’ Nomination Committee considers various diversity aspects and the annual performance assessment of the Board as described above under the paragraph Shareholders’ Nomination Committee when preparing its proposal of the composition of the Board to the AGM.

The Board must collectively have sufficient knowledge of and competence in:

• the learning and media business with current and potential future geographical reach
• the management of a public company of corresponding size, good corporate governance, corporate and financial administration and internal control and risk management
• strategic work as well as mergers and acquisitions
• technology, including digitalisation and the ethical use of artificial intelligence (AI) in consumer and publishing products
• sustainability, including environmental, social and governance aspects.

With regards to other factors relevant to Board diversity, the Board has set a measurable objective regarding the representation of both genders on the Board. The objective is that the representation of both genders on the Board is balanced, with the share of under-represented gender being at least 40%.

The Shareholders’ Nomination Committee annually evaluates the progress of the specific diversity objectives set for the Board.

At the end of 2025, 33% (2024: 25%) of the Board members were women and 67% (2024: 75%) were men. During 20132024, the share of women on the Board has varied between 20–50%. Sanoma has Board members with versatile business experience and backgrounds in several of the Company’s operating countries. The ages of the Board members vary between 43 and 68, the average age being 59.

Seven members were re-elected to the Board of Directors at the 2025 AGM: Pekka Ala-Pietilä, Klaus Cawén, Julian Drinkall, Rolf Grisebach, Anna Herlin, Sebastian Langenskiöld and Eugenie van Wiechen. Jannica Fagerholm and Timo Lappalainen were elected as new members of the Board of Directors. The term of all elected Board members ends at the 2026 AGM. Mika Ihamuotila had informed that he was not available for re-election to the Board.

According to the Board’s annual evaluation, all members of the Board are non-executive and independent of the Company. Eight out of nine members are also independent of major shareholders. One member, Anna Herlin is non-independent of major shareholders as she is in an employment relationship and Board membership in a company, Security Trading Oy, that exercises indirect control in a significant shareholder (Holding Manutas Oy).

Share ownership of the Board

The following members were elected to the Board of Directors at the AGM 2025: 
Pekka Ala-Pietilä (Chair),  Klaus Cawén (Vice Chair), Julian Drinkall, Rolf Grisebach, Anna Herlin, Sebastian Langenskiöld, Eugenie van Wiechen, Jannica Fagerholm and Timo Lappalainen.

The term of all Board members ends at the end of the AGM 2026.

More information of the Board in 2025 is available in Corporate Governance Statement 2025. 

Short CVs of the members of the Board

Remuneration of the Board

Share ownership of the Board

The duties of the Board are set forth in the Finnish Companies Act and other applicable legislation. The Board is responsible for the management of the Company and its business operations. In addition, the Board is responsible for the appropriate arrangement of the control of the Company’s bookkeeping and financial administration.

The operating principles and main duties of the Board have been defined in the Charter of the Board of Directors. The Board, amongst other duties:

• decides on the long-term goals and business strategy of the Group for achieving those long-term goals
• approves the Group’s reporting structure
• decides on acquisitions and divestments, financial matters and investments, which have a value exceeding EUR 5.0 million, or are otherwise strategically significant, or involve significant risks, or relate to divestment, lay-off or termination of employment of 100 employees or more (currently, the Board has delegated its decision-making authority to the President and CEO on acquisitions and divestments, financial matters and investments which have a value exceeding EUR 0.5 million but less than EUR 5.0 million)
• ensures the adequacy of planning, internal control and risk management systems and reporting procedures
• reviews and monitors the operations and performance of the Group companies
• approves the Interim Reports, the Half-Year Report, the Financial Statements and the Report of the Board of Directors as well as the Corporate Governance Statement and the Remuneration Report of the Company
• appoints, dismisses and decides on the remuneration of 
  
  • the President and CEO,
  • his or her deputy,
  • the CEOs of the Strategic Business Units,
    
    • members of the EMT and
    • certain executive positions as determined by the Board;
• confirms the Group’s values; 
• approves the Sanoma Governance Framework and Group’s key policies.

In 2025, alongside its regular duties and oversight, the Board guided Sanoma by approving strategic objectives for both the Learning and Media Finland businesses, approving the Sanoma Governance Framework and by monitoring their implementation through regular reviews and assessments. It also supervised internal control, risk management, and received updates regarding privacy, compliance, and ethics from the Compliance function.

The Board continued to monitor Sanoma’s environmental, social and governance (ESG) reporting under the Corporate Sustainability Reporting Directive (CSRD) as well as reviewed and approved the double materiality assessment in line with the CSRD European Sustainability Reporting Standard (ESRS), including alignment of the findings with Sanoma’s Sustainability Strategy.

Throughout the year, the Board assessed the Group’s financial standing, performance and outlook, including continued progress on deleveraging the balance sheet and tracked the realisation rate of the three-year process and efficiency improvement Program Solar initiated in Learning in 2023, and completed during 2025.

A key focus in 2025 was the strategic intention and application of artificial intelligence (AI) within Learning and Media Finland. The Board oversaw digitalisation, harmonisation and efficiency initiatives, conducted deep dives on AI and related solutions for both the Learning and Media business, explored growth opportunities, and reviewed Sanoma’s AI governance processes and policies.

Additionally, the Board updated Sanoma’s financial targets to reflect the Group’s accelerated net sales and earnings growth outlook in 2026–2030. The 2026–2030 growth paths of Learning and Media Finland were further elaborated by the executive management at the Capital Markets Day in November, also outlining the opportunities provided by AI and Sanoma’s increased scale.

Attention was also given to the Employee Engagement Survey results, follow-up action plans, HR strategy, leadership development programmes and the status of implementing the Pay Transparency Directive.

In order to develop its performance, the Board conducts an evaluation of its operations and working methods on an annual basis. The purpose of the evaluation is also to assess the composition of the Board and define qualifications for possible new Board members. The evaluation may be done as an internal self-assessment or by using an external evaluator. In 2025, the Board carried out an internal self-assessment while having an external evaluator conduct interviews to maintain consistency and measure performance against benchmarks. The Board also received updates and training on governance and securities market compliance issues.

During 2025, the Board convened 11 times with an attendance rate of 96%.

Members' attendance at Board meetings