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 Nomination Committee was established until further notice. The purpose of the Shareholders’ Nomination Committee is to
prepare the proposals on the number, composition and remuneration of the members of the Board of Directors. 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 in a general level in the Group’s Diversity and Inclusion 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, according to its Charter, 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. It shall also take into account the results of the annual performance assessment of the Board.

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

• 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 of consumer and publishing products; and
• sustainability.

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 both genders are represented on the Board with the share of under-represented gender being at least 40%. Where two candidates are equally qualified, priority will be given to the candidate of the under-represented gender.

The Shareholders’ Nomination Committee annually evaluates the progress of the specific diversity objectives set for the Board. According to the latest evaluation, the objectives have been successfully achieved.

At the end of 2023, 33% of the Board members were women. During 2012–2022, 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 ages of the Board members vary between 41 and 69, the average age being 57.

Eight members were re-elected to the Board of Directors at the 2023 AGM: Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen, Denise Koopmans and Sebastian Langenskiöld. Eugenie van Wiechen 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 2023:
Pekka Ala-Pietilä (Chairperson),  Nils Ittonen (Vice Chairperson), Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika  Ihamuotila, Denise Koopmans, Sebastian Langenskiöld and Eugenie van Wiechen.

The term of all Board members ends at the end of the AGM 2024.

More information of the Board in 2023 is available in Corporate Governance Statement 2023. 

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 2023, the Board closely monitored the integration of the acquired companies, focusing especially on the acquisition of the Italian K12 learning content business and the exam preparation business in Germany. Following the acquisitions, the Board monitored measures to harmonise the offering of digital learning platforms and to benefit from the scale advantages of the European-wide primary and secondary education business portfolio.

The Board also closely followed measures to improve the service model of the Dutch distribution operations and approved the launch of a three-year process and efficiency improvement program, Solar, for Learning to reach its longterm operational EBIT margin excl. PPA target level of 23% in 2026. In addition, the Board closely monitored a cash flow improvement programme in Learning. 

The Board closely followed Media Finland's actions to improve digital consumer experience, to introduce a unified TV advertising measurement standard, and to improve Ruutu+'s content offering. In addition, the Board appointed the Senior Editor-in-Chief of Helsingin Sanomat in April and the Editor-in-Chief of Aamulehti in June.

The Board decided to issue a EUR 150 million hybrid bond in order to strengthen the balance sheet in March. In October, the Board decided to sign an agreement for a new EUR 100 million term loan which together with other existing financial arrangements will be used for the repayment of EUR 200 million bond due in March 2024.

In November, the Board appointed Rob Kolkman as CEO to replace Susan Duinhoven after she had informed the Board that she will step down from the role of President and CEO during the first half of 2024.

In addition to its regular duties and supervision of the daily operations of the company, the Board also closely followed the measures taken to further strengthen information security, privacy and customer trust in the core of Sanoma’s daily work, as well as ways to benefit from the use of artificial intelligence throughout the company, also in cooperation with generative AI players. The Board monitored the development of the ethical principles for the use of artificial intelligence and the plan for the implementation of the principles. 

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 2023, the Board conducted an internal selfevaluation using an assessment tool provided by an external evaluator to ensure consistency and to enable both internal comparison and external benchmarking.

During 2023, the Board convened 12 times with an attendance rate of 97%.

Members' attendance at Board meetings

¹ Member of the Board since 19 April 2023
² Member of the Board until 19 April 2023