On 31 May 2022, the four largest shareholders were Jane and Aatos Erkko Foundation, Antti Herlin (directly and indirectly through Holding Manutas Oy), Robin Langenskiöld and Rafaela Seppälä.
The four largest shareholders have appointed the following members to the Shareholders’ Nomination Committee:
- Juhani Mäkinen, Vice Chair of the Board, Jane and Aatos Erkko Foundation
- Antti Herlin, Chair of the Board, Holding Manutas
- Robin Langenskiöld, 3rd largest shareholder in Sanoma
- Rafaela Seppälä, 4th largest shareholder in Sanoma
In its meeting on 21 June 2022, the Committee elected Juhani Mäkinen as a Chairperson of the Committee and invited Pekka Ala-Pietilä, Chair of Sanoma’s Board of Directors, to serve as an expert in the Committee. The Shareholders’ Nomination Committee forwarded its proposals for the Annual General Meeting 2023 to Sanoma’s Board of Directors in January 2023.
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The Shareholders’ Nomination Committee consists of up to four members who represent the Company’s four largest shareholders who, on 31 May preceding the next year’s Annual General Meeting, hold the largest number of votes calculated of all shares in the Company. Upon the Shareholders’ Nomination Committee’s decision, the Chair of the Company’s Board of Directors may be invited to serve as an expert in the Shareholders’ Nomination Committee without being a member and without having a vote or being counted in the quorum of the Shareholders’ Nomination Committee. The Shareholders’ Nomination Committee shall elect a Chair from among its members. The term of office of the members of the Shareholders’ Nomination Committee expires annually upon the appointment of the next Shareholders’ Nomination Committee (to be appointed after the next Annual General Meeting following the appointment).
In accordance with its Charter, the duties of the Shareholders' Nomination Committee are to:
- prepare and present a proposal on the remuneration of the members of the Board of Directors as well as of the Board Committees to the Annual General Meeting
- prepare and present a proposal on the number of the members of the Board of Directors to the Annual General Meeting
- prepare and present a proposal on the composition of the Board of Directors to the Annual General Meeting
- prepare and present a proposal on the Chair and Vice chair of the Board of Directors to the Annual General Meeting
- seek for prospective successors for the members of the Board of Directors
- to review and, if necessary, adjust the principles concerning the diversity of the Board of Directors and to report annually on the specific diversity objectives for the composition of the Board of Directors defined in the diversity principles, the means to achieve the objectives and an account of the progress in achieving the objectives; and
- to provide a report on how the Nomination Committee conducted its work. The reports shall be published in Sanoma’s Corporate Governance Statement.
The remuneration (if any) for the members of the Nomination Committee for their duties on the Nomination Committee shall be resolved by the General Meeting of Shareholders. Sanoma's Annual General Meeting 2023 resolved that the meeting fees of the members of the Shareholders' Nomination Committee are:
- For the Chair of the Shareholders’ Nomination Committee: EUR 3,500 / Committee meeting participated;
- For members of the Shareholders’ Nomination Committee who reside outside Finland:
EUR 2,500 / Committee meeting where the member was present and EUR 1,500 / Committee meeting participated; and - For members of the Shareholders’ Nomination Committee who reside in Finland: EUR 1,500 / Committee meeting where the member was present.
The Shareholders’ Nomination Committee is established until further notice until otherwise decided by the General Meeting of the shareholders.
