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The composition and tasks of the Board as well as description of its activities are, among other things, explained on this page.
The Chairman of the Board of Directors is Jorma Ollila and the Deputy Chairman is Petri Niemisvirta. The other members of the Board of Directors are Peter Immonen, Esa Lager, Alexander Lindholm, Päivi Rekonen 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 Peter Immonen, Esa Lager, Alexander Lindholm and Jorma Ollila, the members of the Board are independent of the company and its significant shareholders. The members mentioned hereinabove are assessed to be independent of the company, but they are not independent of its significant shareholders. Peter Immonen as a member of the Board of Mariatorp Oy, Esa Lager as a member of the Board of Ilkka-Yhtymä Oyj and Alexander Lindholm as CEO of Otava Group. Jorma Ollila was the Deputy Chairman of the Board of Otava Group until Spring 2019.
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.
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:
The duties of the Board of directors include:
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 2018, the Board met 14 times. The Board Chairman was Petri Niemisvirta and the Deputy Chairman Catharina Stackelberg-Hammarén. The Board members were Peter Immonen, Matti Korkiatupa, Esa Lager, Alexander Lindholm, Päivi Rekonen, and Heike Tyler.
The Board Diversity Policy sets out the approach to diversity on the Board of Directors of Alma Media Corporation.
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.
Chairman Esa Lager, members Alexander Lindholm, Petri Niemisvirta and Päivi Rekonen.
The Audit Committee convened five times in 2018. Chairman Esa Lager, members Alexander Lindholm, Päivi Rekonen and Heike Tyler.
The Audit Committee convened five times in 2017. Chairman Esa Lager, members Matti Korkiatupa and Catharina Stackelberg-Hammarén.
The Audit Committee convened five times in 2016. Chairman Esa Lager, members Matti Korkiatupa (since 17 March 2016) and Catharina Stackelberg-Hammarén. Perttu Rinta was a member of the Audit Committee until 17 March 2016.
The Audit Committee convened six times in 2015. Chairman Esa Lager, members Perttu Rinta and Catharina Stackelberg-Hammarén.
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.
Chairman Peter Immonen, members Jorma Ollila and Catharina Stackelberg-Hammarén.
The Nomination and Compensation Committee convened eight times in 2018. Chairman Peter Immonen, members Petri Niemisvirta, Matti Korkiatupa and Catharina Stackelberg-Hammarén.
The Nomination and Compensation Committee convened four times in 2017. Chairman Petri Niemisvirta, members Niklas Herlin (until October 2017), Harri Suutari and Mitti Storckovius.
The Nomination and Compensation Committee convened twice in 2016. Chairman Petri Niemisvirta, members Niklas Herlin, Harri Suutari (since 17 March 2016) and Mitti Storckovius (since 17 March 2016). Esa Lager and Erkki Solja were members of the Nomination and Compensation Committee until 17 March 2016.
The Nomination and Compensation Committee convened four times in 2015 to consider matters according to its charter. Chairman Petri Niemisvirta, members Esa Lager, Niklas Herlin and Erkki Solja.
The remuneration of the Board of Directors of Alma Media is presented in the Salary and Remuneration Report 2018
In 2019, 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.