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 Chairperson and the Vice Chairperson 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 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.

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.

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, nationality, 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 and Inclusion Policy, approved by the Board.

At the end of 2021, 33% of the Board members were women. During 2012–2020, the share of women on the Board has varied between 20–50%. Sanoma has Board members with versatile business experience and backgrounds in several operating countries of the company. The new member elected to the Board in the 2021 AGM strengthens the Board’s competence and experience especially in different aspects on sustainability and sustainable business. The ages of the Board members vary between 67 and 39, the average age being 57.

Nine members were elected to the Board of Directors at the 2022 AGM. Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld and Rafaela Seppälä were re-elected as members, and Anna Herlin was elected as a new member 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. Seven out of nine members are also independent of major shareholders. The reason for the two members, Anna Herlin and Nils Ittonen, not being independent of major shareholders is reported in the details of each member.

Share ownership of the Board

The following members were elected to the Board of Directors at the AGM 2022:
Pekka Ala-Pietilä (Chairperson),  Nils Ittonen (Vice Chairperson), Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika  Ihamuotila, Denise Koopmans, Sebastian Langenskiöld and Rafaela Seppälä.

The term of all Board members ends at the end of the AGM 2023.

More information of the Board in 2021 is available in Corporate Governance Statement 2021. 

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,

• 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 (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 below 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 Board of Directors’ Report
  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 Group’s key policies.

In 2021, the Board monitored closely the integrations of the recent acquisitions of Santillana, the leading provider of K12 learning services in Spain, completed on 31 December 2020, and the regional news media business in Finland, completed on 30 April 2020. It also continued to investigate growth opportunities in both businesses. In addition to its main duties, the Board also contributed to the implementation of the company’s Sustainability Strategy, followed closely the measures taken to safeguard the company’s employees and operations from the coronavirus pandemic, and discussed current trends and future needs in digitalisation. 

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 2021, the Board used an external evaluator.

During 2021, the Board convened 14 times with an average attendance rate of 100%.

Members' attendance at Board meetings

¹ Member of the Board since 13 April 2021
² Member and Vice Chairperson of the Board until 13 April 2021
³ Member of the Board until 13 April 2021