Board of Directors
Composition of the Board
The Chairman of the Board of Directors is Seppo Paatelainen and the Deputy Chairman is Petri Niemisvirta. The other members of the Board of Directors are Timo Aukia, Kai Seikku, Erkki Solja, Catharina Stackelberg-Hammarén and Harri Suutari.
Seppo Paatelainen, born 1944, MSc (Agr & For)
Petri Niemisvirta, born 1970, LL.M, Managing Director of Mandatum Life Insurance Company Limited
Timo Aukia, born 1973, MSc (Econ), Managin Director of Timo Aukia Oy
Erkki Solja, born 1954, MSc (Econ), CEO of Kiilto Family Oy
Kai Seikku, born 1965, MSc (Econ & BusAdmin), President of Okmetic Oyj
Catharina Stackelberg-Hammarén, born 1970, MSc (Econ & BusAdmin), CEO of Marketing Clinic Group
Harri Suutari, born 1959, Engineer, President & CEO of PKC Group
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. Except for Timo Aukia, Petri Niemisvirta and Seppo Paatelainen, the Board of Directors has evaluated the persons elected for the Board to be independent of the company and its major shareholders. The aforementioned members are evaluated to be independent of the company but not independent of its 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 Kainuun Sanomat, 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 six or seven 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.
In 2011, the Board met 15 times. The average attendance of the Board members at these meetings was 98.6%. The attendance of each member is shown in the table below.
| Seppo Paatelainen | Chairman* | 15/15 |
| Petri Niemisvirta | Deputy Chairman as of Mar 17, 2011 | 13/13 |
| Timo Aukia | member as of Mar 17, 2011 | 13/13 |
| Kai Seikku | member | 14/15 |
| Harri Suutari | member | 14/15 |
| Erkki Solja | member | 15/15 |
| Catharina Stackelberg-Hammarén | member | 15/15 |
| Kari Stadigh | Chairman until Mar 17, 2011 | 2/2 |
| Lauri Helve | member until Mar 17, 2011 | 2/2 |
*Deputy Chairman until Mar 17, 2011 and Chairman as of Mar 17, 2011.
Page last updated 15.02.2012
