Alma Media Corporation applies the Finnish Corporate Governance Code for listed companies, published by the Securities Market Association on 15 June 2010, in its unaltered form. The company’s Corporate Governance Statement, as required by the Code, Salary and Remuneration Report as well as other information on Alma Media’s corporate governance is available on the company’s website www.almamedia.fi/corporate_governance
Responsibility for Alma Media Group’s business operations lies with the constitutional bodies required by the Limited Liability Companies Act: the General Meeting of Shareholders, which elects the members of the Board of Directors; and the President and CEO, who is appointed by the Board of Directors. The supreme decision-making body of Alma Media Corporation is the General Meeting of Shareholders where shareholders exercise their decision-making power in matters belonging to the General Meeting.
Board of Directors
The tasks and responsibilities of the Board of Directors are determined by the Finnish Limited Liability Companies Act and the Articles of Association. The Board of Directors is responsible for the company’s management and its appropriate organisation. 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 detailed tasks of the Board of Directors are set out in the Board’s Charter.
The members of Alma Media Corporation’s Board of Directors are Lauri Helve, Kai Seikku, Erkki Solja, Kari Stadigh (Chairman), Harri Suutari, Catharina Stackelberg-Hammarén and Seppo Paatelainen (Deputy Chairman).
The Board of Directors has established two permanent committees: the Audit Committee and the Nomination and Compensation Committee. The members of the Audit Committee are Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari (Chairman). The members of the Nomination and Compensation Committee are Seppo Paatelainen, Lauri Helve and Kari Stadigh (Chairman).
In the assessment of the Board, the Board members, with the exception of Kari Stadigh and Seppo Paatelainen, are considered independent* of the company and its significant shareholders. The Chairman of the Board of Directors, Kari Stadigh, Group CEO of Sampo Plc and Deputy Chairman of Alma Media’s Board of Directors, Seppo Paatelainen, Chairman of the Board of Ilkka-Yhtymä Plc, are considered independent of the company, but not of its significant shareholders.
None of the members of the Board of Directors belongs to Alma Media’s acting management.
The Board of Directors evaluates its performance annually based on a written assessment and an interview with the chairman of the Board. The self-assessment process does not comprise a separate evaluation of economic, social or environmental responsibility.
Hearing shareholders and personnel
A shareholder is entitled to present a matter to the General Meeting of Shareholders if he or she requires it from the Board of Directors in writing and sufficiently in advance to allow the matter to be included in the notification of the General Meeting.
Representatives of Alma Media’s various personnel groups meet the chairman of the Board of Directors and the President and CEO at least every three months before the respective Board meeting.
* As defined by the Finnish Corporate Governance Code for listed companies by the Securities Market Association.