The Board of Sanoma is responsible for the management of the company and its business operations. Chairman, Vice chairman and members of the Board are elected by the General Meeting.
Election and term
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 Chairman and the Vice Chairman of the Board.
The term of a member of the Board begins at the end of the AGM in which he or she has been elected and expires at the end of the AGM following the election.
Sanoma has not established a Nomination Committee, but the largest shareholders of Sanoma may propose new members to the Board based on applicable rules and regulations, including the Finnish Corporate Governance Code.
Composition, diversity and independence
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 in the Board.
In order to ensure that the Board has sufficient and versatile competencies, mutually complementing experience and knowledge of the industry, the Board considers a range of diversity aspects, such as business experience, international experience, age, education and gender, when preparing its proposal of the composition of the Board to the AGM.
Matters related to the diversity of the Board are defined in the Group’s Diversity Policy, approved by the Board.
At the end of 2020, 20% of the Board members were women. During 2012–2019, the share of women on the Board has varied between 30–50%. Sanoma has Board members with versatile business experience and backgrounds in several operating countries of the company. The two new members elected to the Board in the 2020 AGM strengthen the Board’s competence and experience especially in the learning business, which is an important growth area for the company. The ages of the Board members vary between 66 and 38, the average age being 58.
Ten members were elected to the Board of Directors at the 2020 AGM. Pekka Ala-Pietilä, Antti Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld, Rafaela Seppälä and Kai Öistämö were re-elected as members, and Julian Drinkall and Rolf Grisebach were elected as new members of the Board of Directors.
According to the Board’s annual evaluation all members of the Board are non-executive and independent of the Company. Eight out of ten members are also independent of major shareholders. Reason of the two members, Antti Herlin and Nils Ittonen, not being independent of major shareholders is reported in the introductions of the Board members.
Members of the Board
The following members were elected to the Board of Directors at the AGM 2021: Pekka Ala-Pietilä, Nils Ittonen, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Denise Koopmans, Sebastian Langenskiöld and Rafaela Seppälä. Pekka Ala-Pietilä was elected as the Chairman of the Board and Nils Ittonen as the Vice Chairman.
The term of all Board members ends at the end of the AGM 2022.
- Introductions of the current Board members are available here.
The remuneration of the members of the Board and the Board committees is also decided by the AGM.
More information on the remuneration of the Board members in 2020 is available in the Remuneration Report 2020.
Duties 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, for example,
- decides on the long-term goals and business strategy of the Group for achieving the 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 (for the time being, 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 below EUR 5.0 million);
- ensures the adequacy of planning, internal control and risk management systems and reporting procedures;
- performs reviews and follow-ups of the operations and performance of the Group companies;
- approves the Interim Reports, the Half-Year Report, the Financial Statements and the Board of Directors’ Report as well as the Corporate Governance Statement and the Remuneration Statement of the Company;
- appoints and dismisses as well as decides on the remuneration of
- the President and CEO,
- his or her deputy,
- the CEOs of the SBUs,
- members of the EMT and
- certain executive positions as determined by the Board;
- confirms the Group’s values;
- and approves the Group’s key policies.
In 2020, the Board decided on several large acquisitions and divestments, including the acquisitions of Santillana Spain, the leading provider of K12 learning services in Spain, and the regional news media business in Finland, and the divestment of the Oikotie online classifieds business in Finland. In addition to its main duties, the Board monitored closely the integration of the recently acquired larger businesses, contributed to the
Sanoma Sustainability Strategy, followed closely the measures taken to safeguard the company’s employees and operations from the coronavirus pandemic, and became more closely familiarised with the local learning businesses via virtual tours.
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 the possible new Board members. The evaluation may be done as an internal self-assessment or by using an external evaluator.
In 2020, the Board conducted an internal self-assessment.
During 2020, the Board convened 14 times with an average attendance rate of 97%.
Members' attendance at Board meetings in 2020
|Board member||# of meetings attended||Attendance rate, %|
|Pekka Ala-Pietilä (Chairman)||14/14||100|
|Antti Herlin (Vice Chairman)||14/14||100|
|Julian Drinkall 1||11/11||100|
|Rolf Grisebach 1||11/11||100|
|Anne Brunila 2||100|
1 Member of the Board since 25 March 2020
2 Member of the Board until 25 March 2020