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 Shareholders’ Nomination Committee prepares the proposals on the number, composition and remuneration of the members of the Board of Directors to the Annual General Meeting. 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. 

At the end of 2024, 25% (2023: 33%) of the Board members were women and 75% (2023: 67%) were men. During 2013–2023, the share of women on the Board has varied between 20–50%. Sanoma has Board members with versatile business experience and backgrounds in several of the Company’s operating countries. The ages of the Board members vary between 42 and 67, the average age being 57.

Seven members were re-elected to the Board of Directors at the 2024 AGM: Pekka Ala-Pietilä, Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika Ihamuotila, Sebastian Langenskiöld and Eugenie van Wiechen. Klaus Cawén was elected as a new member of the Board of Directors. Term of all elected Board members ends at the 2025 AGM. Nils Ittonen and Denise Koopmans had informed that they were not available for re-election to the Board. 

According to the Board’s annual evaluation, all members of the Board are non-executive and independent of the Company. Seven out of eight members are also independent of major shareholders. One member, Anna Herlin is non-independent of major shareholders as she is in an employment relationship and board membership in a company, Security Trading Oy, that exercises indirect control in a significant shareholder (Holding Manutas Oy).

Share ownership of the Board

The following members were elected to the Board of Directors at the AGM 2024: 
Pekka Ala-Pietilä (Chair),  Klaus Cawén (Vice Chair), Julian Drinkall, Rolf Grisebach, Anna Herlin, Mika  Ihamuotila, Sebastian Langenskiöld and Eugenie van Wiechen.

The term of all Board members ends at the end of the AGM 2025.

More information of the Board in 2024 is available in Corporate Governance Statement 2024. 

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.

On 1 January 2024, Rob Kolkman officially began his tenure as the President and CEO of Sanoma Corporation, following his appointment by the Board in November 2023. Throughout 2024, the Board provided support to Mr. Kolkman in his new role as President and CEO, ensuring a smooth transition and continuity of leadership. 

In 2024, the Board also observed the preparations and measures to enable the reporting of Sanoma’s environmental, social and governance (ESG) impacts under the Corporate Sustainability Reporting Directive (CSRD) and the alignment of the results with Sanoma’s Sustainability Strategy. The Board reviewed and approved Sanoma’s double materiality assessment results following from the two-phased assessment process conducted in accordance with the European Sustainability Reporting Standard (ESRS). Additionally, the Board approved Sanoma’s Sustainability and Human Rights Policy. 

Following the initiation of a three-year process and efficiency improvement program Solar for Learning in 2023, the Board in 2024 closely oversaw measures relating to organisational and other optimisations at country and functional levels, publishing process improvements and measures aimed at harmonising the provision of digital learning platforms and to benefit from the scale advantages of the European-wide primary and secondary education business portfolio. Additionally, the Board tracked the realisation rate of the Solar initiatives through the year 2024.

The Board closely monitored Media Finland’s progress in digitalisation and efficiency improvements aimed at enhancing the value of digital offerings to customers, particularly by strengthening digital offering in journalism and entertainment in Finland. Sanoma’s Ethical Artificial Intelligence (AI) Principles were released in February 2024, and the Board scrutinised the potential
benefits of AI solutions for both the Learning and Media businesses and their operational processes. 

In September 2024, Sanoma launched a social bond framework and the Board decided to issue a EUR 150 million social bond in order to finance or refinance expenditures aimed at improving access to essential education services. Maturity of the EUR 300 million Revolving Credit Facility was extended to November 2027 by utilising the second extension option. On the basis of the authorisation given by the 2024 AGM, the Board decided to start repurchasing the Company’s own shares to be used for Sanoma’s incentive programme in October. 

In addition to its regular duties and supervision of the Company’s daily operations, including the review of strategic business plans for Learning and Media Finland, the Board also examined the Employee Engagement Survey results. The Board addressed the HR Strategy, hybrid working practices, and leadership development programs. The Board approved Sanoma’s People Policy and reviewed updates on privacy, compliance and ethics as reported by the Compliance function.

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 2024, the Board conducted an internal self-evaluation using an assessment tool provided by an external evaluator to ensure consistency and to enable both internal comparison and external benchmarking.

During 2024, the Board convened 12 times with an attendance rate of 95%.

Members' attendance at Board meetings

¹  Since 17 April 2024
² Utnil 17 April 2024