1 July 2022 –
31 Dec 2023

annual
report

Board of directors

Jukka Ruuska

Chair of the board
born 1961, LLM, MBA

Chairperson and Senior Advisor

Member of the Board of Edita Group Plc since 2016

Main positions of trust

  • Chairperson of the Board of Duunitori since 2023
  • Chairperson of the Board of Vastuu Group Oy since 2022
  • Chairperson of the Board of Oiva Isännöinti Oy since 2021
  • Chairperson of the Board of Voltan Lähienergia Oy since 2021
  • Chairperson of the Board of Suomen Kansallisteatterin Osakeyhtiö since 2015

Previous positions

  • CEO of Enento Group Plc
  • Senior Partner in CapMan Oyj
  • CEO of Nordic Exchange Oyj
  • Deputy CEO of OMX Abp
  • Director of Corporate Planning and Strategy at Elisa Oyj

Jani Engberg

Member
born 1977, BSc (Finance) BSc (Int. Marketing)

CMM, Maskun Kalustetalo Oy

Member of the Board of Edita Group Plc since 2020

Main positions of trust

  • Chairman of the Board, Kaimana 2022-2023
  • Member of the FittedGood Solutions Board since 2018
  • Member of the IAB Board 2012-2014

Previous positions

  • Chief Strategy Officer, partner KaimanaCMM, Maskun Kalustetalo Oy
  • Chief Strategy Officer, partner Republic
  • CDO of Telia Finland
  • CMO & CDO of Finnish P&C Insurance (POP Vakuutus)
  • Director, digital channels & services of Veikkaus
  • CEO of Carat Finland
  • Strategy & development director of Dentsu (Finland & Nordics)
    COO of Itella TGM

Anu Kankkunen

Member
born 1969, MSc (Econ)

SVP Finance and partner, P2X Solutions Oy

Member of the Board of Edita Group Plc since 2021

Main positions of trust

  • Member of the board, Printcom Center Oy since 2021

Previous positions

  • SVP Finance and Control, Sanoma Plc
  • CFO Silmäasema Plc
  • CFO Digita Ltd.
  • CFO Toyota Tsusho Nordic Ltd.
  • Several positions in Elisa Group

Anne Korkiakoski

Member
born 1964, MSc (Econ)

Professional Board Member

Member of the Board of Edita Group Plc since 2018

Main positions of trust

  • Member of the Board of EcoUp Oy since 2022
  • Vice Chairman of the Board of Foundation for Finnish Museum of Architecture and Design since 2022
  • Member of the Board of Lunawood Oy since 2015

Previous positions

  • EVP of Global Marketing and Communications at Kone Corporation
  • EVP of Global Marketing and Communications at Elisa Corporation
  • Managing Director of Euro RSCG Nordic

Niko Korte

Member
born 1986, M.Soc.Sc.

VP, Head of Fossil Free Business Platforms, SSAB

Member of the Edita Group Board since 2021

Main positions of trust

Previous positions

  • Director Digital Business Development, SAB
  • Business Development Manager, SSAB
  • Other positions at SSAB and Rautaruukki Oyj

Sinikka Mustakari

Member
born 1979, MSc (Econ)

Ministerial adviser, Government Ownership Steering Department 

Member of the Board of Edita Group Plc since 2021

Main positions of trust

  • Member of the board of Arctia Oy since 2018

Previous positions

  • Senior Financial Specialist, Government Ownership Steering Department, 2012–2019
  • Financial Specialist, Government Ownership Steering Department, 2007–2012
Corporate governance principles

Corporate
governance
principles

Corporate governance 1 July 2022 – 31 December 2023

Edita Group Plc is a Finnish public limited company that is 100 percent owned by the Finnish State. Its corporate governance system complies with the laws of Finland, government resolutions on state ownership policy, Edita Group’s Articles of Association and, where applicable, the Corporate Governance Code 2020 for Finnish listed companies.

The Edita Group comprises the parent company, Edita Group Plc, and its subsidiaries.

The Corporate Governance Statement is issued separately from the Board of Directors’ report on operations. The Corporate Governance Statement is approved by the company’s Board of Directors.

Governing bodies

Responsibility for the Edita Group’s governance and operations rests with Edita Group Plc’s governing bodies, which consist of the General Meeting of Shareholders, the Board of Directors, and the CEO. The Group management Team (GMT) consists of Group Executives; CEO, CFO, HR Director, and Managing Directors of the Group’s subsidiaries and other key managers in accordance with the policies defined by the Board of Directors. The GMT directs, guides, develops, and supervises the operations of the Group´s subsidiaries and business areas. The management of the subsidiaries is under the control of the Managing Directors who are responsible for each subsidiary and business areas. The GMT directs and implements the Group’s Action Plan that covers strategic business development, financial management, HR and talent development risk management and the group ICT management.

General Meeting of Shareholders

Edita Group Plc’s supreme decision-making body is the General Meeting of Shareholders. The General Meeting makes decisions on the matters specified in the Limited Liability Companies Act and the Articles of Association. The General Meeting decides on the acceptance of the financial statements and consolidated financial statements, the distribution of dividends, discharging the members of the Board of Directors and the CEO from liability, the number of members on the Board of Directors, and the compensation payable to the members of the Board of Directors and the auditor. The General Meeting elects the Chairperson, Vice-Chairperson and members of the Board of Directors and the company’s auditor.

The General Meeting is convened at least once a year. The Annual General Meeting of the extended financial period from the 1st of July 2022 until the 31st of December 2023, shall be held in March 2024. The Board of Directors is responsible for convening the General Meeting in accordance with the Articles of Association and the Limited Liability Companies Act.

Board of Directors

The Board of Directors is responsible for the company’s strategic development as well as supervising and guiding the company’s business operations and management. Pursuant to the Limited Liability Companies Act, the duties of the Board of Directors include representing the company and ensuring that the company’s management, assets and business operations are appropriately organized and supervised.

The Board of Directors has rules of procedure that are reviewed annually. The Board of Directors meets according to a pre-agreed annual plan and meeting schedule. The Board’s key functions are:

  • ensuring that the company is appropriately managed and that its operations are appropriately organized
  • ensuring that accounting, financial management and risk management are appropriately organized
  • the strategic development and steering of business operations and business areas
  • approving the Group’s values and significant operating policies
  • approving the annual operating plan and budget
  • approving the consolidated financial statements, parent company financial statements and the annual report
  • appointing and dismissing the CEO
  • approving the organizational structure and the structure of the compensation system
  • setting annual performance targets for the company and its management and monitoring the achievement of targets
  • convening the General Meeting
  • establishing committees and deciding on their members and rules of procedure
  • deciding on significant investments, divestments and restructuring measures
  • deciding on significant property transactions and financing measures
  • self-evaluation
  • assessing the independence of the members of the Board of Directors

The Board of Directors has approved the most significant operating guidelines and policies pertaining to the entire Group, the purpose of which is to ensure that the Group’s business is carried out appropriately.

The Annual General Meeting elects four to eight members to the Board of Directors for a term of one year. The General Meeting also elects the Chair and, if necessary, Deputy Chairperson of the Board of Directors. The members of the Board of Directors must be suitable for their task and the election of Board members complies with the Finnish Government Resolution regarding the equal representation of the sexes. The term of the members of the Board of Directors expires at the end of the Annual General Meeting that first follows their election.

During the reporting period, the Board of the Directors consisted of seven members between 1 July 2022 and 28 February 2023 and of six members starting 1 March 2023 on. The members of the Board are listed in the table below. In the second half of 2022, the Board of Directors convened 7 times and 11 times in 2023. The average attendance rate during the reporting period was 97 percent.

Board of Directors* Born Nationality Education Occupation Member since Attendance at Board meetings Attendance at Audit Committee meetings
Mr. Jukka Ruuska,
Board Chair
1961
Finnish
LLM, MBA
Chairperson and Senior Advisor
2016
21/21
-
Ms. Mervi Airaksinen,
Deputy Chairman
(until 28 Feb 2023)
1980
Finnish
MSc (Econ)
Managing Director, Microsoft Oy
2019
20/21
11/12
Ms. Anne Korkiakoski
1964
Finnish
MSc (Econ)
Professional Board Member
2018
20/21
12/12
Mr Jani Engberg,
Member
1977
Finnish
BSc (Finance)
BSc (Int. Marketing)
Chief Strategy Officer, partner, Kaimana
2020
19/21
1/12
Mr. Niko Korte, Member
1986
Finnish
MSc (Econ)
VP, Head of Fossil Free Business Platforms, SSAB
2021
19/21
-
Ms. Anu Kankkunen
1969
Finnish
MSc (Econ)
SVP Finance and partner, P2X Solutions Oy
2021
7/21
5/12
Ms. Sinikka Mustakari,
Member (from 3 December 2021)
1979
Finnish
MSc (Econ)
Ministerial Adviser, Government Ownership Steering Department
2021
7/21
-

* Edita Group’s Board of Directors during the reporting period 1 July 2022 – 31 December 2023

The Board of Directors assesses that all of its members are independent of the company. All members except Sinikka Mustakari are independent of the company’s sole shareholder, the Finnish state. The members of the Board of Directors did not own any shares or share-based rights in the parent company or other Group companies.

Board committees

The Board committees assist the Board by preparing the business to be handled by the Board. During the reporting period (1 July 2022–31 December 2023), the Board had one permanent committee, the Audit Committee.

Audit Committee

The members of the Audit Committee are appointed by the Board of Directors. In accordance with its rules of procedure, the Committee assists the Board by monitoring the financial situation and performing supervisory tasks, directing reporting practices and internal audit functions, supervising risk management and overseeing auditing. In addition, the Audit Committee monitors the development of the Group’s structure and key business areas.

During the reporting period, the Audit Committee consisted of the following members:

  • Anu Kankkunen, Chair of the Audit Committee
  • Mervi Airaksinen, Member until 28 February 2023
  • Anne Korkiakoski, Member

The Committee met four times during the second half of 2022 and seven times in 2023 with an attendance rate of 100.

CEO

The Board of Directors appoints the CEO, who is responsible for managing and developing the Group’s operations in accordance with the provisions and guidelines laid down in the Limited Liability Companies Act and the Articles of Association and as issued by the Board. The CEO is responsible for ensuring the legality of the accounting and the reliable organization of asset management. The CEO prepares the matters discussed in Board meetings and reports to the Board on their duties.

Kristiina Kujala has been holding the position of the interim CEO of the Edita Group Plc during the reporting period.

Group Management Team consisting of Group executives

The Group Management Team (GMT) consists of CEO, CFO, HR Director and Managing Directors of the Group’s subsidiaries and other key managers.

The executives report to the CEO and their duties include assisting the CEO in the preparation of strategy, business plans and other significant matters. The executives monitor the development of the Group’s business and performance and take any measures needed to rectify poor performance. The executives are responsible for risk management and reporting in their respective areas of responsibility. The Group Management team meets once a week.    

Remuneration of management CEO Group Management Team
(aggregated)
Reporting period
1 July 2022 - 31 Dec 2023*
1 Jan 2021 - 30 June 2022*
Reporting period
1 July 2022 - 31 Dec 2023*
1 Jan 2021 - 30 June 2022*
Fixed annual salary
in reporting period (EUR 1000)
377
389
778
1015
To be paid from the STI
programme in 2023
139
174
185
186
To be paid from the LTI
program in 2023
-
-
46
-
Other variable
remunerations to be paid in 2022
-
121****
-
-
Target (%) and maximum (%)
35% / 70%
80% / 100%**
50% / 70%***
25% / 50%
64% / 80%**
50% / 50%***
Cost incurred by the
company arising from
additional pension schemes
7
9
4
2
Number of Management
Team members (excl. CEO)
5
(31 Dec 2023)
3
(30 June 2022)

*Extended 18 months financial year 

**Remunerations related to the year 2021

***Remunerations related to the year 2022

****Severance pay for the Group’s previous CEO

Group Management Team Position and responsibility area Born Education Member
Ms. Kristiina Kujala
Interim CEO, CFO, Edita Group Plc
1974
MSc (Econ)
Chair of the GMT
Ms. Heidi Johansson
HR Director, Edita Group Plc
1984
MSc (Econ)
Member of the GMT
until 31 May 2023*
Ms. Hanna Korhonen
HR Director, Edita Group Plc
1972
MSc
Member of the GMT from 1 June 2023 on
Mr. Heikki Autio
Managing Director, Edita Prima Oy
1978
MSc (Eng)
Member of the GMT
Mr. Kalle Toivonen
Managing Director, Edita Lakitieto Oy
1967
MBA
Member of the GMT
Mr. Tomi-Pekka Niukkanen
Managing Director, Edita Oppiminen Oy
1979
Master of Arts (Education)
Member of the GMT from 1 January 2023 on
Ms. Hanna-Maarit Nieminen
Sales and Marketing Director, Edita Oppiminen Oy
1986
MSc (Econ),
EMBA
Member of the GMT from 1 January 2023 on

Edita Group’s Management Team on 31 December 2023.

*Heidi Johansson resigned from Edita Group on 31 May 2023.

Internal auditing

The purpose of internal auditing and risk management is to ensure that the company’s operations are efficient and profitable, that the supply of information is reliable, and that the regulations and policies are observed. Internal auditors are responsible for helping the Board and the CEO to assess the appropriateness and effectiveness of the Group’s processes and systems, the efficiency and adequacy of internal auditing, and the accuracy and adequacy of the accounting and reporting. At Edita Group, internal auditing goals are decided upon annually by the Board by means of, for example, risk assessments. Practical implementation is entrusted to an independent external firm of authorized public accountants.

The internal audit reports to the Board of Directors or the Audit Committee. Internal audit assessments are distributed to Edita Group Plc’s Board of Directors, Audit Committee, auditors and CEO. The CEO, together with other executives, is responsible for ensuring that any actions required on account of observations made by internal auditors are duly initiated in accordance with the Board of Directors’ instructions.

Taking into consideration the size of the company and its level of internal auditing during the reporting period, no separate assignment concerning internal auditing was made during the year.

Auditing

The authorized public accountant firm elected by the Annual General Meeting to audit the parent company, Edita Group Plc, audits the entire Group with regard to accounting, financial statements, and administration each financial year. In addition to the audit report issued in connection with the company’s financial statements, the auditors also regularly report on their findings to the board and the board’s Audit Committee.

Edita Group Plc’s Auditor is KPMG Oy, with Ari Eskelinen, APA, acting as the auditor from 11 March on in charge for the reporting period. The total fees paid to the auditor for auditing and other services amounted to EUR 237,000 during the 18 months reporting period.

Risk management

The Board of Directors is responsible for the appropriate organization of risk management. Risk management is a part of the Board of Directors’ annual clock.

Risk management is an inseparable part of strategic planning and operational goal setting. Risk management is based on an organization-wide approach to identifying, assessing, managing, and monitoring material risks. The CEO and other executives ensure that risk management is a continuous, integral part of the Group’s day-to-day management and operations. The CEO and CFO together with the other management identify and monitor risks, develop, and coordinate risk management activities, as well as update the Group’s risk profile.

The executives report to the Board on the risks concerning each business area. Unless there is a need for ad-hoc reporting, the CEO reports to the Board on risk management annually in conjunction with budgeting. The Board of Directors deals with the most significant risks and evaluates the efficiency of risk management at least once a year. The external audit monitors risk management as a part of the regular auditing program.

Internal control

The Board of Directors, assisted by the Audit Committee, is responsible for the organization of internal control. The CEO manages the implementation of control and reports on it regularly to the Board.

Internal control is an integral part of the company’s governance and its management system. The internal control of operations is based on supervision and control systems built into the management system. The action plan and the regular reporting based on the action plan are, in addition to monthly financial reports, key practices that support management and internal control. Internal control is not a separate process. As part of the company’s functions, it covers all the company’s operating principles, guidelines and systems. The monitoring of policies and instructions is carried out by centralized support functions such as financial management, human resource management and information management, as well as by the external and internal audit.

The objective of internal control aimed at reliable financial reporting is to ensure that the reporting is reliable and complies with generally accepted principles, applicable legislation and regulations governing the preparation of financial statements. The company uses centralized financial and cash management. Financial reporting is based on financial processes, in which dangerous combinations of duties are avoided, and on internal policies such as approval authorizations, the investment policy and the financing policy. The achievement of financial targets and balance sheet management are monitored through monthly Group-wide reports.

Sustainability

Edita Group releases annual sustainability reports as part of annual reports. The sustainability activities cover responsibility related to the Environmental, Social and Governance aspects (ESG) and are integrated within the Edita Group’s business strategy. The Group also reports its financial responsibility as a part of its annual reporting. The goal of Edita Group’s Board of Directors, the Board Committees and other executives is to operate our business in a responsible way. Sustainability aspects and goals are re-evaluated and set annually as a part of the Group strategy process.

Compensation

Compensation of board members

The Annual General Meeting decides on the compensation of Board members annually. Members of the Board and its committees are financially compensated. Members of the Board are not entitled to incentive systems based on shares or share derivatives.

Compensation of the CEO and corporate executives

During the reporting period, the compensation of the Group CEO, Group executives and Business Area management teams consists of a fixed monthly salary and standard benefits. Parts of the corporate executives and key employees are also eligible for a performance-based incentive program. In 2023, the Group paid out incentives based on the Group performance targets for the budgeting year 2021. Edita Group does not use incentive systems based on shares or share derivatives.

Furthermore, the business areas can apply incentive systems based on sales and production efficiency. These systems do not overlap with the Group’s performance-based incentive system.

The Board of Directors of Edita Group decides the terms and conditions of the contracts as well as the compensation of the CEO and the Group executives. The Board also decides on the principles of compensation for other key positions.

Upon termination of their contracts, the CEO and other members of the Group executives will be entitled to the salary paid for the period of notice as well as benefits. The period of notices are in accordance with the state ownership policy in force at that time. The period of notice for the CEO when terminating their employment is six months for both parties. The period of notice for the managing directors of subsidiaries is six months when notice is served by the employer and three months if the notice is served by the managing director. The period of notice for terminating the employment of other members of the Group executives is three to six months when notice is served by the employer and three months when notice is served by the corporate executive in question. Upon termination of employment by the employer, the managing directors of subsidiaries will be entitled to compensation equivalent to maximum of three months’ salary in addition to the salary paid for the period of notice. Upon resignation, the corporate executive in question will only be entitled to the salary paid for the period of notice as well as benefits.

The CEO’s retirement age is set according to the legislation.

Compensation during 1 July 2022 – 31 December 2023 * EUR 1000
Mr. Jukka Ruuska, Chair of the Board
71
Ms. Mervi Airaksinen, Deputy Chair of the Board
(until 28 February 2023)
30
Ms. Anne Korkiakoski, Board Member
64
Mr. Jani Engberg, Board Member
43
Mr. Niko Korte, Board Member
44
Ms. Anu Kankkunen, Board Member
51
Ms. Sinikka Mustakari, Board Member
44
Ms. Kristiina Kujala, Interim CEO
391
Other management team members
821

*Extended 18 months financial year 

Related party transactions

The related party transactions of the members of the Group’s Board of Directors and the Managing Directors of Group companies are surveyed annually. In the event of business transactions with related parties, Edita Group ensures that any potential conflicts of interest are appropriately taken into consideration in its decision-making. If business transactions with related parties are material from the company’s perspective and they deviate from the ordinary course of business or ordinary market terms, Edita Group will provide an explanation of the decision-making procedure concerning the related party transaction in the company’s Corporate Governance Statement.

The groups related parties also include the parent company and its subsidiaries. Sales of goods and services conducted with a related party are based on market prices. Related party transactions are reported in the notes to the parent company’s financial statements.