Board Committees

 

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 also confirms the charter of the committees as well as 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 to the Executive Committee, Sanoma’s Board committees include the Audit Committee and the 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. In addition to Board members, the President and CEO is a member of the Executive Committee. The committees are neither decision-making nor executive bodies.

Executive Committee

The Executive Committee prepares matters to be considered at the Board meetings. For the time being, the Board has delegated its decision making authority to the Executive Committee on acquisitions and divestments, financial matters and investments, which have a value exceeding EUR 3.0 million, but below EUR 5.0 million. The Executive Committee consists of the Chairman and Vice Chairman of the Board, the President and CEO and at the Chairman’s invitation one or several members of the Board.

In 2017, the Executive Committee comprised Pekka Ala-Pietilä (Chairman), Antti Herlin, Nils Ittonen and Susan Duinhoven.

The Executive Committee convened 3 times in 2017 with an average attendance rate of 92%.

Audit Committee

The Audit Committee has been established to assist the Board in fulfilling its oversight responsibilities for matters pertaining to financial reporting and control, risk management as well as external 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 reviews the Corporate Governance Statement.

During 2017 the Audit Committee

  • approved the annual schedule for the Audit Committee,
  • discussed distributable funds, dividend and the outlook for 2017,
  • reviewed the Corporate Governance Statement and recommended its approval to the Board,
  • proposed amendments to the Audit Committee Charter due to certain regulatory changes,
  • discussed interest rate hedging and proposed to the Board temporary change to the maximum hedging ratio,
  • reviewed or noted regular compliance updates,
  • reviewed the audit plan as well as audit and non-audit fees,
  • reviewed reports prepared by the auditors,
  • reviewed the draft of the Statement of Non-Financial Information,
  • discussed accounting principles and changes in IFRS standards,
  • followed up certain improvement initiatives regarding financial reporting,
  • reviewed the results of the Related Party Assessment,
  • reviewed and discussed tax matters,
  • reviewed and approved the internal audit plan and followed up on its progress (including audit assurance updates),
  • reviewed or noted quarterly claim overviews to assess litigation risks,
  • reviewed or noted information security and privacy reports,
  • followed the progress of internal controls,
  • reviewed the interim reports, half-year report and related investor presentations,
  • reviewed impairment calculations and recommended their approval to the Board,
  • reviewed the Group Contribution plan,
  • reviewed or noted quarterly reports on treasury matters and mid- and long-term refinancing and funding plans as well as internal credit limits,
  • noted an update on the risk map,
  • noted an update on group insurance policies, and
  • reviewed proposed changes to Information Security Policy, Code of Conduct and Travel Policy and proposed recommendation of the same to the Board.

In accordance with its Charter, the Audit Committee comprises three to five members, appointed annually by the Board. Members of the Committee shall be independent of the Company and at least one member shall also be independent of significant shareholders. The Committee meets at least four times a year.

In 2017, the Audit Committee comprised Anne Brunila (Chairman), Nils Ittonen, Denise Koopmans and Robin Langenskiöld. All members of the Committee are independent of the Company and three members (Anne Brunila, Denise Koopmans and Robin Langenskiöld) independent of significant shareholders of the Company.

The Audit Committee convened 5 times in 2017 with an average attendance rate of 90%.

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 Chairman of the Board. In addition, the Committee discusses the composition and succession of the Board.

During 2017 the Human Resources Committee

  • reviewed total compensation levels for key executives and prepared their total compensation decisions for the approval of the Board,
  • discussed 2018 salary review principles of the senior management,
  • submitted the realisation of 2016 long-term incentive targets to the Board for approval,
  • submitted the pay-out of the Performance Share Plan 2014–2016 and 50% of Restricted Share Plan 2015–2017 long-term incentive plans to the Board for approval,
  • discussed and submitted the performance targets for the Performance Share Plans 2017–2019 and 2018–2020 for the approval of the Board,
  • prepared the proposal for 2017 long-term incentive grants for Key Executives for the approval of the Board,
  • reviewed the long-term incentive principles and the short-term incentive framework,
  • discussed the annual targets for Key Executives and submitted them for the approval of the Board,
  • discussed organisational changes as well as top-level leadership appointments and related compensation packages with the management,
  • discussed the succession plans for top management positions,
  • discussed the employee engagement survey results and actions based on the results with management,
  • discussed the preparations for say-on-pay (EU Shareholders’ Rights Directive) with management, and
  • reviewed and discussed with the management of remuneration policy and remuneration reporting.

The Human Resources Committee comprises three to 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.

In 2017, the Human Resources Committee comprised Kai Öistämö (Chairman), Mika Ihamuotila and Rafaela Seppälä. All members of the Committee are independent of the Company and major shareholders of the Company.

The Human Resources Committee convened 4 times with an average attendance rate of 100%.