On 31 May 2024, the four largest shareholders were Jane and Aatos Erkko Foundation, 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 19 June 2024, 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.
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The Shareholders’ Nomination Committee consists of up to four members who represent the Company’s four largest shareholders on 31 May preceding the next year’s Annual General Meeting. 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 at the first meeting. The term of office of the members of the Shareholders’ Nomination Committee starts after the Annual General Meeting following the appointment and expires annually upon the appointment of the next Shareholders’ Nomination Committee. The Nomination Committee shall submit its proposals to the Board of Directors at the latest on the third Monday of January preceeding the next Annual General Meeting.
The Nomination Committee has been established until further notice.
Remuneration
The remuneration for the members of the Shareholders' Nomination Committee for their duties on the Nomination Committee is resolved by the General Meeting of Shareholders. Sanoma's Annual General Meeting 2024 resolved that the meeting fees of the members of the Shareholders' Nomination Committee during this term 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 Company shall bear all reasonable costs of the Shareholders' Nomination Committee. The travel expenses of the members of the Nomination Committee will be compensated against receipt in accordance with the Sanoma Travel Policy.
Tasks and duties of the Shareholders' Nomination Committee
The tasks and duties of the Shareholders' Nomination Committee are defined in the the Charter of the Nomination Committee.
The Charter of the Shareholders' Nomination Committee
In accordance with its Charter, the duties of the Shareholders' Nomination Committee include, among other responsibilities:
- preparing and presenting to the Annual General Meeting the proposals for:
- the remuneration of the members of the Board of Directors as well as Board Committees,
- the number of the members of the Board of Directors,
- the election of the Board of Directors, the Chair and Vice chair
- seeking prospective successors for the members of the Board of Directors
- participating in the development of the principles concerning the diversity of the Board of Directors and reporting on the diversity objectives
In 2023 the Shareholders' Nomination Committee appointed in 2023 convened four times and the Shareholders' Nomination Committee appointed in 2022 convened once. The attendance rate was 100%.
