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, independence and diversity
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. 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 2018, 33% of the Board members were women. During 2012–2017, the share of women in the Board has varied between 30–50%. Sanoma has Board members with versatile business experience, both from Finland and the Netherlands.
All members of the Board elected in the AGM 2018 are non-executive and independent of the Company. Seven out of nine members are also independent of major shareholders.
Members of the Board
The following members were elected to the Board of Directors at the AGM 2019: Pekka Ala-Pietilä, Antti Herlin, Anne Brunila, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Sebastian Langenskiöld, Rafaela Seppälä and Kai Öistämö.
Introductions of the Board members are available here.
In 2018. the following members acted as members of the Board of Directors: Pekka Ala-Pietilä, Antti Herlin, Anne Brunila, Mika Ihamuotila, Nils Ittonen, Denise Koopmans, Robin Langenskiöld, Rafaela Seppälä and Kai Öistämö.
The AGM determines the remuneration of the members of the Board and the Board committees. More information on the remuneration of the Board members is available in the Remuneration Statement 2018.
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 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.
During 2018, the Board convened 12 times with an average attendance rate of 94%.