Composition of the Board
The Chairman of the Board of Directors is Harri Suutari and the Deputy Chairman is Petri Niemisvirta. The other members of the Board of Directors are Niklas Herlin, Esa Lager, Perttu Rinta, Erkki Solja and Catharina Stackelberg-Hammarén.
It is the duty of the members of the Board of Directors to provide the Board of Directors with sufficient information for the assessment of their competence and independence. The Board of Directors has assessed that with the exception of Esa Lager, Perttu Rinta and Niklas Herlin, the members of the Board are independent of the company and its significant shareholders. The members mentioned above are assessed to be independent of the company but not independent of a significant shareholder.
Alma Media Corporation's Board of Directors is elected by a General Meeting of Shareholders. The Board comprises three to nine members. The President and CEO of the company may not act as the Chairman of the Board. There is no specific order of appointment of directors.
Tasks and responsibilities of the Board of Directors
The Board of Directors is responsible for the company's administration and the due organisation of its operations. The tasks and responsibilities of the Board of Directors are determined by the Finnish Limited Liability Companies Act and the Articles of Association. The detailed working of the Board of Directors is set out in the Board's Charter. Principal tasks of the Board of Directors include confirming the Group's strategy and objectives as well as deciding on significant investments and acquisitions. The Board of Directors monitors the Group's performance through monthly reports and other information provided by the Group's management.
The duties of the Board of Directors include:
- confirming the Group's strategy and objectives, monitoring their implementation, and, if required, initiating corrective action
- considering and approving the interim reports and the annual accounts
- approving strategically significant corporate and real estate acquisitions and disposals as well as investments according to separate investment instructions
- deciding on the Group's capital financing programmes and operations according to a separate treasury policy
- approving the dividend policy and submitting a dividend proposal to the Annual General Meeting
- annually reviewing the main risks associated with the company's operations and the management of these risks; if necessary, giving the President and CEO instructions on how to deal with them, and, if required, initiating corrective action
- appointing and, if required, dismissing the President and CEO
- deciding on the Nomination and Compensation Committee's proposal for the terms of employment of the President and CEO and the other members of the Group Executive Team
- confirming the company's organisation based on the CEO's proposal
- confirming the terms of employment of the CEO's direct subordinates based on the CEO's proposal
- confirming, based on the CEO's proposal, the appointment and dismissal of the editors-in-chief of Aamulehti, Iltalehti and Kauppalehti, as well as of Lapin Kansa, Pohjolan Sanomat and Satakunnan Kansa
- holding a meeting with the company's auditors at least once a year
- deciding on matters that are exceptional and have wide-ranging consequences
- considering other matters that the Chairman of the Board and President and CEO have agreed to be included in the agenda for the Board's meeting. Other Board members are also entitled to put a matter before the Board by notifying the chairman of such a matter
- representing the company and entitling individuals to represent the company, as well as deciding on procurations
- approving the principles underlying the donation of sums to good causes.
The Board convenes approximately 12 times a year according to a preconfirmed timetable, and in addition whenever necessary. Most meetings are connected with the publication of the company's financial statements and interim reports. In addition to these meetings, the Board also holds one or two Strategy Meetings at which it considers the Group's future scenarios and confirms the company's strategy for each strategy period.
In 2014, the Board met 15 times. The Board Chairman was Harri Suutari and the Deputy Chairman Petri Niemisvirta. The Board members were Timo Aukia (until 20 March 2014), Niklas Herlin, Esa Lager (since 20 March 2014), Perttu Rinta, Kai Seikku (until 20 March 2014), Erkki Solja, and Catharina Stackelberg-Hammarén. The average attendance of the Board members at these meetings was 98 %.
The Board of Directors has established two permanent committees: the Audit Committee and the Nomination and Compensation Committee. At its constitutive meeting after the Annual General Meeting, the Board of Directors elects the members of these committees from among the Board members.
The Board of Directors confirms the written charters of the committees. The committees report to the Board of Directors.
The Board of Directors has appointed an Audit Committee to monitor the company’s internal control systems. The work of the Audit Committee includes tasks such as evaluating compliance with legislation and regulations; monitoring the auditing process; monitoring and supervising the preparation of the financial statements and other financial reports; monitoring significant financial, financing and tax risks; and monitoring the company’s fiscal position.
The Audit Committee consists of at least three Board members. The Audit Committee meets at least four times a year. The Committee's meetings are attended by the company's Auditor, the Group's Chief Financial Officer and General Counsel. Matters to the Committee are presented by the CFO.
Audit Commitee 2015
Chairman Esa Lager, members Perttu Rinta and Catharina Stackelberg-Hammarén. .
Audit Commitee 2014
Chairman Esa Lager (since 20 March 2014), Chairman Kai Seikku (until 20 March 2014), members Perttu Rinta and Catharina Stackelberg-Hammarén. The Audit Committee convened five times in 2014. The average attendance of the members at these meetings was 96 %.
Nomination and Compensation Committee
The Nomination and Compensation Committee comprises four members, who elect a Chairman for the Committee.
The Nomination and Compensation Committee prepares issues concerning appointments, employment, compensation, self-evaluation of the Board, and the development of good corporate governance for the Board. In the Nomination and Compensation Committee, the matters concerning compensation are presented by the President and CEO.
Nomination and Compensation Committee 2015
Chairman Petri Niemisvirta, members Esa Lager, Niklas Herlin and Erkki Solja.
Nomination and Compensation Committee 2014
Chairman Petri Niemisvirta (since 20 March 2014), Chairman Timo Aukia (until 20 March 2014), members were Petri Niemisvirta (until 20 March2014) Esa Lager (since 20 March 2014), Niklas Herlin (since 20 March 2014) and Erkki Solja. The Nomination and Compensation Committee convened five times in 2014 to consider matters according to its charter. The average attendance of the members at these meetings was 96 %.
The remuneration of the Board of Directors of Alma Media is presented in the Salary and remuneration report.
In 2014, the Board of Directors evaluated its performance and working methods through self-assessment.
Personnel representation in the administration of the company is organised so that the representatives of the company’s various personnel groups meet the chairman of Alma Media Corporation’s Board of Directors and the President and CEO at least every three months and in each case before the respective Board meeting.