Sanoma Corporation Annual Report 2023
Sanoma Corporation Annual Report 2023
Sanoma Corporation Annual Report 2023
2023
Annual Report 2023
OUR BUSINESSES
IN BRIEF
SUSTAINABILITY
GOVERNANCE
FINANCIALS
GOVERNANCE
FINANCIALS
1.4bn€
■ Our year 2023
This is Sanoma
Sanoma as an investment
Chair's letter Net sales
CEO’s letter
175m€
SUSTAINABILITY
GOVERNANCE Learning to reach its long-term Climate targets approved by the Science
FINANCIALS profitability target of 23% in 2026 through Based Targets initiative
Operational EBIT excl. PPA
new process and efficiency improvement LEARN MORE ►
program
0.64€
LEARN MORE ►
0.37€
Dividend per share*
Digital subscription base in news media Rob Kolkman appointed President and CEO
has grown to 95% as of 1 January 2024 *Board’s proposal
LEARN MORE ►
om
learning and teaching platforms for K12, i.e. primary,
secondary and vocational education. We develop our
Fi nl a n d
San
methodologies based on deep teacher and student insight
and by truly understanding their individual needs. By
combining our educational technologies and pedagogical Our businesses
expertise, we create learning products and services with
ia
the highest learning impact.
ed
M
a Media Finland
Sanom Media Finland is the leading cross-media company
in Finland, reaching 97% of all Finns weekly. We
provide information, experiences, inspiration and
entertainment through multiple media platforms:
newspapers, TV, radio, events, magazines, online and
mobile channels. We have leading brands and services,
such as Helsingin Sanomat, Ilta-Sanomat, Aamulehti,
Me Naiset, Aku Ankka, Nelonen, Ruutu, Supla and Radio
Suomipop. For advertisers, we are a trusted partner
with insight, impact and reach.
SUSTAINABILITY
GOVERNANCE
12
operating countries
FINANCIALS
GOVERNANCE Sanoma is a leading provider of printed and digital foresee growing number of opportunities while we utmostly
learning solutions for primary and secondary education emphasise the responsibility of utilising AI in publishing
FINANCIALS (K12) in Europe, as well as the leading digital media content. In the learning business, AI can analyse individual
company in Finland. Our products and services impact the learning patterns, provide personalised recommendations,
lives of millions of people every day. Today, we operate and assist educators in creating more effective teaching
in twelve European countries and employ more than materials. According to our 2023 European Teacher survey,
5,000 professionals. teachers are open to utilising materials generated by AI, but
under the supervision of editors from a publishing house.
During 2023, we continued to explore growth opportunities In the context of the media business, artificial intelligence
in both our businesses, Learning and Media Finland, while will bring interesting opportunities to newsrooms. The
successfully integrating recently acquired businesses. In aim of the recently founded HS–IS Lab is to test, develop
Learning, we achieved strong organic growth of 6%. During and implement generative artificial intelligence tools and During 2023, we continued to
the year, we presented over 800 new blended learning combine both journalistic and technological know-how. explore growth opportunities
products to the market and continued our journey to spark However, there are also big questions related to trust,
in both our businesses,
innovation and fulfil our customer’s needs. In Media Finland, information verification and transparency. Trustworthiness
Learning and Media Finland,
we expanded our news offering to new areas and took and responsibility are our core values, and they will remain
further steps in our carefully prepared customer-centric at the centre of everything we do. while successfully integrating
strategy to digital. Today, for Helsingin Sanomat, pure recently acquired businesses.
digital subscribers are the largest customer segment. We Sustainability is in the essence of Sanoma. Our
appointed new Editors-in-Chief for both Helsingin Sanomat sustainability strategy aims to maximise our positive
and Aamulehti and these news media are now fully poised impact on society while minimising our environmental
to continue serving their readers with independent, high- footprint. We are committed to the UN Sustainable
quality journalistic content. Development Goals and are a signatory to the UN Global
GOVERNANCE future business plans and investment needs, as well as Pekka Ala-Pietilä
both the previous year’s cash flows and expected future Chair of the Board
FINANCIALS cash flows affecting capital structure. This proposal reflects
the company’s ability to deliver a solid free cash flow, and
balances the capital use between the dividend and the
deleveraging of the balance sheet. Following the annual
pattern of Sanoma’s cash flow generation, the dividend will
be paid in three instalments: EUR 0.13 in April, EUR 0.13 in
September and EUR 0.11 in November.
performance in Learning
Sanoma as an investment
Chair's letter
■ CEO’s letter
SUSTAINABILITY In 2023, our net sales growth and operational EBIT were value contracts in the Dutch distribution business, which
GOVERNANCE driven by a strong performance in Learning, while Media is expected to result in a clear net sales decline of that
Finland managed to partially mitigate the impact of lower business in the short- to mid-term.
FINANCIALS advertising demand and cost inflation on its financials. I am
honoured to have started in my new role as the President In October 2023, we announced that Learning is expected
and CEO of Sanoma at the beginning of 2024. I am very to reach its long-term profitability target (operational
much looking forward to working together with our great EBIT margin excl. PPA) of 23% in 2026 through cost and
team to further strengthen our position in European K12 efficiency program Solar. Program Solar is estimated to
learning services, to deliver on our key initiatives, including bring EUR 55 million operational efficiencies from 2026
Program Solar, and to continue the successful digital onwards, and it consists of four streams: 1) organisational
transformation of our media business. optimisation following curriculum renewals in Poland and
Spain, 2) process improvements in publishing operations, to spark innovation. Thanks to our strong growth in recent
Strong organic growth in 3) continuing harmonisation of digital learning platforms, years, the scale of our business has increased, and we can
learning content across Europe and 4) overhead and other optimisations across the benefit from that by leveraging our know-how and digital
In Learning, the year 2023 was characterised by strong 6% business. The first implementation phase of Solar has platforms across markets.
organic growth, driven by the successful second year of the already commenced, with a focus on post-curriculum
LOMLOE curriculum renewal in Spain, a minor curriculum optimisation particularly in Spain and Poland. The Program Some concrete examples of this include the introduction
renewal in Poland and inflation mitigating price increases is progressing as planned. of Bingel Digital Courses in Belgium, and NEON, the new
across our operating countries. Together, these also digital learning solution for primary schools in Poland –
resulted in a strong improvement of Learning’s operational Our learning content proved to be in continued high both part of the strategy to harmonise our offering of digital
EBIT. The integration, sales and financial performance of demand, increasing the quality of K12 education across learning platforms. On the learning content side, we saw
our latest acquisition, the K12 learning content business in Europe by supporting teachers in their day-to-day work. the first major editorial collaboration between countries as
Italy, proceeded successfully and in accordance with our During the year, we presented over 800 new blended the Finnish maths method for primary education, Milli, was
plans. Furthermore, we initiated the discontinuation of low- learning products to the market and continued our journey launched in Sweden.
GOVERNANCE In Media Finland, we have in total 1.4 million subscriptions. shareholders and all other stakeholders for their continued
The highlights of the year include 16% growth in the We were very happy to see that the annually measured support – I am looking forward to our cooperation in 2024
FINANCIALS number of digital subscriptions, which led to a total of Employee Experience Index improved to the long-term and beyond.
more than 900,000 subscribers paying for digital content. target level of 7.5 (2022: 7.3) and the Equal Opportunities
We took initiatives to extend and improve our customer Rating to 8.2 (2022: 7.7). Both ratings are clearly above Rob Kolkman
offering, and in Helsingin Sanomat, the number of digital- the European benchmarks and show we have progressed President and CEO
only subscriptions exceeded the number of the combined well in developing an engaging, respectful and more equal (as of 1 January 2024)
7-day and weekend subscriptions for the first time in working environment.
November. This development proves the readiness of
consumers to move to digital media, and the success of our Clear strategic focus areas
digital products in fulfilling consumers’ needs. in the mid-term
In 2024, we expect a stable margin in Learning and modest
Holistic approach to sustainability earnings and margin improvement in Media Finland with
through our positive impact slightly lower net sales in both businesses. This provides
Learning and media are intrinsically purpose-driven and us with good positions to continue building on the long-
have a positive impact on the lives of millions of people term strengths of Learning and Media Finland. Our three
every day. In Learning, we enable teachers to excel at strategic focus areas in 2024−2026 are 1) increasing the
developing the talents of every child with our inclusive profitability of Learning and Media Finland, 2) growing
learning solutions. In media, our mission is to provide organically and through smaller in-market acquisitions in
independent Finnish journalism and engaging local Learning and 3) deleveraging the balance sheet.
entertainment for current and future generations.
300m€ 98%
GOVERNANCE LEARN MORE ► LEARN MORE ►
FINANCIALS
SUSTAINABILITY (CSRD) and the reporting requirements of the related to the CFO, and the Sustainability Managers support sustainability is managed by the Sustainability Team,
European Sustainability Reporting Standards (ESRS). the Group and SBUs in target achievement, project in cooperation with the Learning and Media Finland
■ Sustainability at Sanoma Members of the Board of Directors and the Group’s implementation and communications. In addition, communications teams. Businesses are responsible for
Inclusive learning executive management were trained by the company’s sustainability development on the SBU-level is supported cooperation with their respective customers.
Sustainable media auditor, PwC, on the impacts of the CSRD on sustainability by dedicated roles in Learning and Media Finland. In 2023,
management and reporting, and especially on the roles Sanoma’s Sustainability Working Group met quarterly. Sanoma’s primary stakeholders include consumers,
Valued people
and responsibilities of the supervisory bodies. In addition, Sanoma’s Ethics and Compliance Working teachers, B2B and B2C customers, employees, investors
Trustworthy data
Group monitored ethics and compliance development and suppliers. In addition, governmental organisations
Vital environment Together with the President and CEO, the EMT is work during 2023. From 2024 onwards, Sanoma will and regulators are important stakeholders we engage
Responsible responsible for outlining Sanoma’s strategic approach combine these groups into a Sustainability and Ethics with when participating in consultation processes and
business practices to sustainability, managing sustainability development, Working Group. advisory groups. We also act through industry-specific
Sustainability reporting and monitoring how sustainability is reflected in the initiatives and cooperate with trade associations. Key
and metrics business units. Sanoma’s Sustainability Strategy and In regard to remuneration, Sanoma has embedded stakeholder groups have been identified together with
Independent Assurance performance are regularly discussed with the President sustainability into the short-term incentives of the executive the businesses by evaluating affected stakeholder and
Report and CEO and the EMT prior to discussions with the management. In 2023, alongside financial metrics, customer groups in both our own operations and the
Board of Directors and communication to stakeholders. sustainability targets made up 20% of Sanoma’s annual value chain. Sanoma actively cooperates with certain
GOVERNANCE
Together with the business units, the EMT develops short-term executive management incentives on the target non-governmental organisations (NGOs) and industry
FINANCIALS strategic sustainability guidelines and targets as well level. 10% of these targets were linked to the Employee associations. Sanoma is involved in developing media
as approves major sustainability projects. In 2023, in Engagement Survey (EES) and the other half to internal and learning industry practices related to environmental,
addition to development work related to the CSRD, the data and privacy targets. Further information can be found social, human rights, business ethics and sustainability
President and CEO together with the EMT worked closely in the Remuneration report . In addition, the Sustainability reporting topics. Key networks and memberships are
with the Sustainability Team and Treasury to develop Team and employees in Sanoma’s own printing houses and listed at sanoma.com.
Sanoma’s sustainable finance opportunities. In March facilities’ management, for example, are incentivised on
2023, Sanoma signed a Sustainability Side Letter to add environment and climate-related targets. Given the nature of our business, material issues do
sustainability-linked KPIs to its EUR 300 million Revolving not change annually, and therefore our Sustainability
Credit Facility with ten banks, maturing in November 2026. In accordance with the Finnish Corporate Governance Strategy and targets are set for the long term. During
With the addition, a minor part of the pricing of the loan Code, Sanoma annually prepares a Corporate Governance 2023, we organised internal and external online and
will be linked to Sanoma’s sustainability performance in Statement. Learn more in the Corporate Governance live events, conducted surveys on chosen topics for
reducing greenhouse gas emissions in line with Sanoma's Statement . certain stakeholder groups (teachers, suppliers and
commitment to science-based targets and developing B2B customers) and took part in seminars and events
relevant for our industry and operations. Sanoma also
SUSTAINABILITY
Our internal control, risk management and governance
■ Sustainability at Sanoma support the management of sustainability. Sanoma's
Inclusive learning Enterprise Risk Management Policy defines Group-
Sustainable media wide risk management principles, objectives, roles,
responsibilities, and procedures, including sustainability-
Valued people
related risks. Sustainability risks are identified and
Trustworthy data
assessed as a part of the annual risk management cycle
Vital environment facilitated by our internal risk management team. The
Responsible President & CEO supported by the EMT is responsible for
business practices defining risk management strategies, procedures and
Sustainability reporting setting risk management priorities. SBUs are responsible
and metrics for identifying, measuring, reporting, and managing risks.
Independent Assurance Updated risk assessment results with related ongoing
Report or planned mitigation actions are reported to the Audit
Committee and further to the Board of Directors twice a
GOVERNANCE
year. In potential cases of conflicts of interest, Sanoma
FINANCIALS follows the sustainability governance model described
under Sustainability governance and management.
Relevant risks are reported in the Report of the Board
of Directors and the risk management process in the
Corporate Governance Statement.
Independent Assurance media ■ We increase awareness, empathy and tolerance with our journalism articles as defined in the Guidelines for Journalists by The
Report ■ We empower shared experiences with our sustainable entertainment and support the local Council of Mass Media (2022: 0)
audiovisual community ■ 3 cases of non-compliance against the Advertising and
GOVERNANCE ■ We enable companies to thrive through our sustainable marketing solutions Marketing Communications Code of the International
FINANCIALS Chamber of Commerce (2022: 2)
Valued ■ Annually, our Employee Experience Index is on a favourable level ≥ 7.5 ■ Employee Experience Index: 7.5 (Scale 0-10, European
people ■ Our people feel that we provide equal opportunities, and our Equal opportunities rating is on a Benchmark 7.1)(2022: 7.3) 2
favourable level, ≥ 7.6 ■ Equal opportunities in my company rating 8.2 (Scale 0-10,
■ We promote diversity and gender neutrality throughout our business and aim for a 50/50 gender European Benchmark 7.0)(2022: 7.7) 2
balance in managerial positions by 2030 ■ Managers with subordinates: 47% w / 53% m (2022:
■ The Board of Directors' objective is that both genders are represented on the Board with the share 44% / 56%)
of under-represented gender being at least 40% ■ Directors and Senior Management: 45% w / 55% m
■ We continuously seek to develop Sanoma as a great place to work, and, by 2025, aim to reach an (2022: 41% / 59%)
Employee Net Promoter Score (eNPS) of > 10 ■ Board of Directors: 33% w / 67% m (2022: 33% / 67%)
■ Employee Net Promoter Score: 7 (Scale -100 to +100,
European Benchmark 5) (2022: 7) 2
1
Results based on Sanoma’s annual European Teacher Survey. The comparison figures have been restated. Learn more about the survey in Inclusive learning.
2
Measured in the Employee Engagement Survey 2023. The eNPS score for 2022 has been adjusted according to new reporting. Learn more about the survey in Valued People.
Trustworthy ■ All our nominated Privacy champions have completed a role-based training and operate ■ Number of nominated privacy champions across our
data across our businesses to provide privacy support businesses: 32 (2022: 32)
■ We provide training on Privacy- and Security-by-Design to all our developers ■ Annual number of data breaches: In total 164 (2022: 196)
OUR BUSINESSES ■ We train our permanent data breach management task force to handle personal data breaches, out of which 0 major (2022: 0)
IN BRIEF data breaches
SUSTAINABILITY
Vital Science-based targets: ■ Own operations (Scope 1 and 2) emission reduction from
■ Sustainability at Sanoma environment ■ We reduce absolute Scope 1 and 2 GHG emissions 42% by 2030 from a 2021 base year 2021: 31% (2022: 7%)
Inclusive learning ■ We reduce absolute Scope 3 GHG emissions from purchased goods and services, fuel and ■ Value chain (Scope 3) emission reduction from 2021: 29%
energy related activities, and upstream transportation and distribution by 38% by 2030 (2022: 8%) 3
Sustainable media
from a 2021 base year 3 ■ Emission intensity: 1.1 Scope 1 and 2 tCO2e/employee
Valued people
(2022: 1.5)
Trustworthy data Other targets: ■ Emission intensity: 0.08 Scope 1, 2 and 3 tCO2e/EUR 1,000
Vital environment ■ By end of 2023, we will use only fossil-free electricity of net sales (2022: 0.11)
Responsible ■ By end of 2030, we will be carbon neutral ■ Energy intensity: 6.9 MWh/employee (2022: 7.7)
business practices ■ By end of 2023, all wood fibre in the paper qualities used by Sanoma will originate from trusted ■ Share of fossil-free electricity: 93% (2022: 92%)
Sustainability reporting certified sources ■ Share of fossil-free energy: 73% (2022: 57%)
and metrics ■ Amount of certified wood fibre in direct paper purchases:
Independent Assurance 94% (2022: 94%)
Report
Responsible ■ All employees complete our mandatory Code of Conduct e-learning ■ Code of Conduct refreshner e-learning completion rate:
GOVERNANCE business ■ All new Sanoma suppliers sign our Supplier Code of Conduct4 98% (2022: 95%)
FINANCIALS practices ■ Share of new key suppliers that have signed the Supplier
Code of Conduct: 92% (2022: 86%) 4
3
KPI includes Scope 3 categories 1 Purchased goods and services, 3 Fuel- and energy-related activities and 4 Upstream transportation and distribution.
4
KPI tracked via Sanoma’s centralised contract Lifecycle Management system by evaluating new suppliers with above EUR 100,000 spend for the reporting year.
Upright Net Impact +75% From limitless Unchanged Among highest Q4 2023
negative % to decile in the industry
+100%
Sustainability at Sanoma
■ Inclusive learning
Sustainable media
Sanoma Learning is a leading European K12 learning company,
Valued people serving about 25 million students throughout Europe. Our
Trustworthy data mission is to enable teachers to excel at developing the talents of
Vital environment every child by offering them the best-in-class learning solutions.
Responsible Our inclusive learning solutions support diversity, accessibility
business practices and differentiation.
Sustainability reporting
and metrics
Independent Assurance
Report
GOVERNANCE
FINANCIALS
25 million 2,900+
students across Europe employees
8% 84%
organic growth in learning of teachers agree that our
content sales learning materials help students
reach curriculum objectives
OUR BUSINESSES
IN BRIEF
SUSTAINABILITY
Sustainability at Sanoma
■ Inclusive learning
Sustainable media
Challenge Our offering Teaching during the year Goal
Valued people
Teachers have about 40 weeks to We provide best-in-class learning Clear and method-aligned teaching Best possible
Trustworthy data Start of the help their students to reach their methods, including printed and digital manual for better facilitated teaching, learning outcomes,
Vital environment school year annual learning goals and move to teaching and learning materials based better insights to learning outcomes, students ready to
the next grade on the local curriculum after-sales support during the year move to the next
Responsible
grade
business practices
Sustainability reporting
and metrics
Learning method
Independent Assurance
Report
Interactive
GOVERNANCE
Teacher
Textbooks Exercises whiteboard
materials
content
FINANCIALS
High-quality learning materials for learning materials have a twofold impact. First of all, outcomes. Learn more about our local learning companies
about 25 million students learning materials help teachers to be more efficient in at sanomalearning.com.
By combining our educational technologies and their work, leaving more time to focus on the students.
pedagogical expertise, we create learning products and And secondly, high-quality learning materials have a When developing our learning materials, we follow the
services with the highest learning impact. High-quality direct impact on students’ achievements and learning country-specific curriculum requirements set by the
SUSTAINABILITY research to ensure up-to-date information. The foundation courses on unconscious biases and organised several DEI encouraging students in reading and writing. Through local
of our content is that it is fact-based as well as in line with webinars in 2023 (learn more at Valued people). We also cooperation we are able to reach and impact more students
Sustainability at Sanoma the latest scientific research and verified substantive follow our own Editorial Guidelines that support creating and support them on their individual learning path.
■ Inclusive learning information. We also follow our own Editorial Guidelines, inclusive learning content.
Sustainable media which state our commitment and approach to editorial
ethics and inclusive content. We focus on continuous In addition, we work in close cooperation with various local
Valued people
improvement by engaging in dialogue with teachers, organisations and initiatives to ensure that all students
Trustworthy data
students, school managers and other stakeholders. We can access our materials. This includes, for example, close
Vital environment collect feedback and concerns and have a defined process cooperation with organisations supporting visually or
Responsible for handling and putting them into effect. hearing-impaired children or other disabilities, as well as
business practices organisations providing materials in minority languages.
Sustainability reporting Our blended learning management solutions help
and metrics teachers to support all students to reach their potential.
Independent Assurance The reliability of our digital services and protection of
Report personal data throughout the lifecycle are critical to us.
Our trustworthy and fair data protection practices are
GOVERNANCE
FINANCIALS
described in more detail in Trustworthy data.
Building a greener
Personalised learning future with the
Each student is unique, coming from different backgrounds
with individual learning skills and preferences as well as
SDG4BIZ-project
varying digital competences. As classrooms are becoming The SDG4BIZ-project is an innovative initiative
more diverse with students equipped with different cognitive uniting educators, researchers, and industry experts
and social skills, the importance of personalised learning with a common goal: beyond simply sharing
materials increases. For example, we offer specific products information, they aim to empower individuals with
for children with special learning needs, such as dyslexia or the skills to recognise and capitalise on sustainable
autism. Our aim is to create learning content that contributes business opportunities.
to equity. We realise that if children and teachers recognise
themselves in our materials and feel acknowledged, they LEARN MORE ►
become more engaged and motivated, thus achieving better
learning outcomes. We focus on carefully assessing the
78%
Sustainability at Sanoma all students and address barriers to learning through To follow up on our impact and to better understand the
■ Inclusive learning traditional formats. For example, for some students the use of various teaching materials and tools in each of
(2022: 77%)
Sustainable media barriers of text-based materials can be overcome by an our operating countries, we annually conduct a ‘Sanoma
of teachers agree that our
application providing audio learning content. Learning European Teacher Survey’. In early 2024, the
Valued people learning materials help them
survey was carried out in 8 (2022: 8) of our operating
Trustworthy data
As part of Sanoma’s ongoing, multi-year platform countries. In the Netherlands, Poland, Spain, Belgium, be more efficient in their work
Vital environment harmonisation project, we will increase the accessibility Finland, Sweden, Italy and Germany in total 9,775
Responsible features of our digital products to respond to customer (2022: 12,110) teachers responded to the survey. Sanoma
84%
business practices needs, but also to prepare for the EU Directive on the has conducted a similar teacher survey since 2015.
Sustainability reporting accessibility requirements for products and services, which
and metrics
(2022: 84%)
will be implemented by all EU member states by June In the European Teacher Survey, the impacts of learning
Independent Assurance
of teachers agree that our
2025. There is still uncertainty how the directive will be materials are evaluated by teachers from three aspects:
Report implemented in our operating countries, and whether it will student engagement, learning outcomes, and teacher learning materials help
cover digital learning platforms or not. efficiency. In the most recent survey, the overall perception students reach curriculum
GOVERNANCE
of learning materials is positive and the results remained objectives
FINANCIALS In 2023, we set new targets to develop digital accessibility. stable. 84% (2022: 84%) of teachers agree that Sanoma’s
Our targets are two-fold. Firstly, common accessibility learning materials help students reach curriculum
components used in Learning’s core digital products will objectives. In addition, 74% (2022: 73%) of teachers agree
be compliant with the AA-level of the WCAG Accessibility that our learning materials help engage their students. 78%
Guidelines from 2025 onwards. And secondly, our newly (2022: 77%) of teachers agree that our learning materials
marketed core digital products will meet the accessibility help them be more efficient in their work.
requirements as defined locally by 2025. We also aim
to publish our own accessibility guidelines at the latest
in 2025. In 2023, we started developing our own Design
System, which includes the components which will be used
in our core digital products. The SL Design team received
two specific training sessions on accessibility and has since
hosted internal training sessions available to all digital
product engineering teams in Learning.
SUSTAINABILITY addition to the Learning-wide process, each operating curriculum, sensitive editorial subject areas are reviewed (Risks and risk management).
Sustainability at Sanoma
■ Inclusive learning
Sustainable media
Valued people
Trustworthy data
Vital environment Our targets and performance
Responsible
business practices OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
Sustainability reporting Financial ■ Comparable net sales growth: 2-5% ■ 6% (2022: 1%)
and metrics
performance ■ Operational EBIT margin excl. PPA: above 23% from 2026 onwards ■ 18.7% (2022: 19.4%)
Independent Assurance
Report
Sustainability Learning content: Learning content:
GOVERNANCE performance ■ We co-create high-quality and motivating learning materials with teachers, fitting the local ■ 74% of teachers agree that our learning materials help
curriculum engage their students (2022: 73%) 1
FINANCIALS ■ We develop inclusive learning solutions that support diversity, accessibility and ■ 84% of teachers agree that our learning materials help
differentiation students reach curriculum objectives (2022: 84%) 1
■ We promote equal access to education ■ 78% of teachers agree that our learning materials help
NEW Digital accessibility: them be more efficient in their work (2022: 77%) 1
■ Common accessibility components used in Learning’s core digital products will be compliant Digital accessibility:
with the AA-level of the WCAG Guidelines from 2025 onwards ■ In 2023, 100% of Learning employees in the SL Design
System team were trained on accessibility
1
Results based on Sanoma’s annual European Teacher Survey. The comparison figures have been restated. Learn more about the survey here.
Trusted Finnish
journalism and
OUR BUSINESSES
IN BRIEF
inspiring
SUSTAINABILITY
Sustainability at Sanoma
entertainment
Inclusive learning
■ Sustainable media
Valued people
Trustworthy data
Sanoma Media Finland is the country’s leading cross-media company.
Vital environment
Our mission is to provide Finnish media for current and future
Responsible generations. We promote independent journalism and freedom of
business practices
expression, create public discussion, and increase empathy and
Sustainability reporting
and metrics
tolerance. The entertainment we produce provides shared experiences
and supports the Finnish audiovisual community. For advertisers, we
Independent Assurance
Report
ensure a safe, impactful marketing environment.
GOVERNANCE
FINANCIALS
18 2,500+
newspapers employees
53 97%
media brands of Finns reached every week
(Kantar Mind Kuluttaja 2022)
SUSTAINABILITY five consider journalism to be very important. Likewise, nine network. Satakunnan Kansa had its 150th anniversary at anniversary in July 2023.
out of ten respondents assessed journalistic media to be the beginning of 2023, and it is Finland’s second oldest
Sustainability at Sanoma important to the availability of trustworthy information in still published Finnish-language newspaper. New Senior The digital and printed tabloid Ilta-Sanomat (IS) continued
Inclusive learning Finland. (Reuters Institute, Digital News Report 2023) Editors-in-Chief were appointed for HS and Aamulehti to be Finland’s biggest news media in 2023. Every week,
■ Sustainable media in 2023. Erja Yläjärvi started in her position with HS in IS reaches more than 3 million readers through IS.fi and
The state of press freedom has deteriorated globally September and Sanna Keskinen with Aamulehti in October. the printed newspaper. IS’s daily reach online and in print
Valued people
in recent years. According to the World Press Freedom was 2.2 million readers according to the national media
Trustworthy data
Index published by Reporters Without Borders (RSF), the In August 2023, Sanoma purchased two newspapers, study (Kansallinen Mediatutkimus, KMT 2023). IS was
Vital environment situation of the freedom of the press was good in only Länsi-Suomi and Raumalainen, in the Rauma region exceptionally widely read and used in 2023 also according
Responsible eight countries last year. The number of countries with in Southwest Finland, and the merger of Satakunnan to the Finnish Internet Audience Measurement (FIAM)
business practices the situation classified as “very bad” was at a record Kansa and Länsi-Suomi was announced in December. figures of online audiences.
Sustainability reporting high. Finland retained its fifth position in the ranking.
and metrics Journalism is an essential part of the history of Sanoma,
Independent Assurance and maintaining and building trust is crucial to us. The
Report story of Sanoma began in 1889 when the predecessor of
Helsingin Sanomat, Päivälehti, was founded in Helsinki.
GOVERNANCE
FINANCIALS
More than 130 years later, we continue to produce fact-
based content for Finns, remain committed to the Council of
Helsingin Sanomat built
Mass Media's Guidelines for Journalist, and transparently a secret room in the
communicate our general editorial process. It is the duty
of the media to look critically at those in power, to point
game Counter-Strike,
out the shortcomings of society and to offer its readers with hidden war news
new perspectives. The importance of factual information
has only continued to grow in the world of fake news, The purpose of the initiative published on World Press
conspiracy theories and alternative truths. Freedom Day was to convey independent news about
the war in Ukraine to as many Russian gamers as
Sanoma’s strong news network ensures independent possible.
journalism in Finland. Media Finland has 53 media brands,
of which 18 are in news media. In addition, the Finnish News LEARN MORE ►
Agency (STT), one of the world's oldest news agencies, is
part of Media Finland. Helsingin Sanomat (HS) is the largest
SUSTAINABILITY comprehensive network of contributors across the world. Kodin Kuvalehti and ET, celebrated 20 years as chief editor
In 2023, the annually changing HS theme correspondent with Sanoma. McGill talks about an age of deepening Children’s journalism has established its position in the
Sustainability at Sanoma focused on NATO. The new Finland–Estonia correspondent and clarifying. Stories, topics and perspectives need to be daily lives of Finnish children in recent years. HS Kids’
Inclusive learning and a university correspondent focusing on the affairs of considered in more detail in each magazine brand than News was launched as part of the printed HS in 2016, and
■ Sustainable media the University of Helsinki started in their positions early before. It is no longer enough for the editorial team to ask a separate printed newspaper for children was added
2023. IS also has a foreign correspondent for North America the readers what they would like to read about. Now, it is to Sanoma’s product family in autumn 2020. In 2023,
Valued people
and the professional hockey league NHL. necessary to grasp the things that people do not want to HS Kids’ News expanded into the theatre stage for the
Trustworthy data
say aloud. Caring, family ties and questions of good life are first time, when a separate version of the HS Black Box
Vital environment Russia’s invasion of Ukraine continued in 2023, and both emphasised in the topics. theatre show was created for children. In early 2023, HS
Responsible HS and IS continued to regularly report on the ground from Kids’ News TV programme won a Kultainen Venla award,
business practices Ukraine. Journalists sent to crisis areas receive regular Women’s magazine Me Naiset continued its theme weeks, awarding the best TV programmes of the year, in the
Sustainability reporting training and, when returning from war zones, they have which take place four times a year. In summer 2023, Me category of programmes for children and young people.
and metrics an opportunity to talk with occupational health care. HS Naiset tackled issues related to young people both online, At the same time, Nelonen and Ruutu, who produce HS
Independent Assurance continued to publish news on the Ukrainian situation in in social media and in print. Young people aged 15–29 Kids' News, won their first Kultainen Venla award for a
Report Russian in cooperation with two other Nordic newspapers, were given an opportunity to talk about their lives and children's programme. HS Kids' News has been one of the
Dagens Nyheter and Politiken. Friday 24 February 2023, expectations for the future from seven different points of Kultainen Venla finalists four times during its seven year
GOVERNANCE
marking one year of the start of the war in Ukraine, was view. Kirsi Heikkinen, producer of the science magazine history. In 2023, HS Kids’ News began to cooperate with
FINANCIALS visible in many ways in Sanoma’s media. Tiede, was chosen as the science journalist of the year in the Ateneum Art Museum. The My Ateneum programme
February 2023. The article “Hyvä vuosi” (“A good year”) in provided two remote meetings with an art museum
Promoting diversity Kodin Kuvalehti was a candidate for the article of the year in guide and a materials package for a virtual art workshop
with magazine journalism the annual national journalism competition. The candidacy for one hundred fifth- and sixth-grade school classes
Similar to news journalism, magazine journalism is an in the article of the year category was the first ever for a across Finland.
important part of multivocal media. Sanoma’s Lifestyle and Sanoma magazine.
News and Feature Media business units were merged at the In January 2023, Aku Ankka (Donald Duck) magazine
beginning of April. After the merger, the new magazine unit Our media strengthens addressed an important and topical theme: spotting fake
has close to 500,000 magazine subscriptions. The lifestyle literacy and media literacy news. The fake news story wanted to show how easily
magazine brands focus on the print business with the aim 90% of the respondents to News Media Finland’s survey nonsense starts to circulate online when friends start to
of maintaining their important role in consumer media. see a need to strengthen media literacy. One of the most share content that they think is trustworthy on social media.
Our magazines create discussion with room for different significant ways to strengthen media literacy is to support The fake news story brainstormed by the Finnish Aku Ankka
opinions and lifestyles. the relationship of children and young people with media magazine was published simultaneously in all Nordic
and reading. Sanoma’s news media strongly invest in countries and Germany.
FINANCIALS
with expertise in key immigrant groups and the countries
they come from as well.
We compiled a glossary
to help understand
HS was Helsinki Pride’s main partner in 2023. Sanoma staff
took part in the Helsinki Pride parade with a parade float of
gender diversity
their own, and, together with Helsinki Pride, we created a The aim of the glossary published during Pride month
glossary to help our personnel in supporting diversity and is to introduce the terms relating to minorities and
increasing awareness. increase awareness and understanding of diversity.
Management approach
to sustainable journalism
When publishing content, we comply with the legislation
on freedom of speech and expression and the legislation LEARN MORE ►
concerning media. In Finland, the ethics of journalism
are supervised by a self-regulatory committee for
SUSTAINABILITY keep Finnish entertainment competitive and interesting travel emissions of the Amazing Race Finland. engaged in such activities.
alongside international content. We want to support
Sustainability at Sanoma Finnish artists, the music industry and the cultural sector On a weekly basis, Nelonen Media’s radio channels reach In 2021, Sanoma made a state aid complaint to the
Inclusive learning by creating new channels for domestic entertainment more than 2.2 million listeners, and additional listeners are European Commission’s competition authority concerning
■ Sustainable media and content. Our aim is that through entertainment, we attracted by Finland’s most popular podcast service Supla. Finland’s compliance with the state aid regulation and
raise awareness of people's differences and offer different Both the radio channels and Supla podcasts discuss current the definition of the public service remit of Yleisradio.
Valued people
perspectives on society. issues that people are talking about. Sanoma’s goal is to bring clarity to the regulation in a
Trustworthy data
rapidly digitalising and highly competitive TV market. Truly
Vital environment In 2023, Nelonen Media conducted an entertainment survey Management approach to sustainability multivocal media and a fair market are an important part
Responsible investigating Finns’ consumption of TV entertainment: in entertainment of Western society and the interests of the entire industry
business practices how it influences people’s lives, what kinds of emotions Audiovisual programmes published in Finland are and ultimately the Finnish media consumers. The handling
Sustainability reporting and benefits entertainment is perceived to provide, how classified in accordance with the Finnish National of the complaint is currently ongoing with the European
and metrics extensively are these felt among Finns and how the Audiovisual Institute's (KAVI) guidelines and the Act on Commission’s competition authority.
Independent Assurance experiences differ between viewer groups. The results
Report indicated that Finns consider TV entertainment having
an extensive impact on their lives. The study indicated 60
GOVERNANCE
FINANCIALS
different benefits from entertainment to people: it makes
them laugh, it encourages and inspires people to fulfil
Sanoma launched
their dreams, and also offers interesting experiences and a new podcast for
emotions from the comfort of the sofa. Entertainment is
perceived as detaching one from the troubles of life, but
marketers to support
also providing several other benefits that improve daily accurate green claims
life: it offers company, peer support and ideas and tips.
As the most important benefits, TV entertainment brings In the podcast, sustainability professionals discuss
joy to life, helps viewers relax and relieves stress and social responsibility, greenwashing and the
increases personal enjoyment. Entertainment is also seen environmental impact of fashion, logistics and food
as providing people’s daily lives with benefits that might production.
not be conventionally associated with TV entertainment.
Examples of this include the deeper role and significance of LEARN MORE ►
entertainment in opening up new ideas and perspectives
and widening people’s world views.
GOVERNANCE
Our targets and performance
FINANCIALS
OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
Sustainability ■ We promote open democratic society and freedom of speech through our ■ 6 notifications of violation concerning aspects of news
performance independent media articles as defined in the Guidelines for Journalists by The
■ We increase awareness, empathy and tolerance with our journalism Council of Mass Media (2022: 0)
■ We empower shared experiences with our sustainable entertainment and support the local ■ 3 cases of non-compliance against the Advertising and
audio-visual community Marketing Communications Code of the International
■ We enable companies to thrive through our sustainable marketing solutions Chamber of Commerce (2022: 2)
Sustainability at Sanoma
to develop
Inclusive learning
Sustainable media
■ Valued people
Trustworthy data
Vital environment Great results call for people working towards shared goals in a
Responsible safe and inspiring environment. We want to offer our employees
business practices meaningful work with a high sense of inclusion and opportunities
Sustainability reporting for personal development.
and metrics
Independent Assurance
12 5,500+
Report
GOVERNANCE
45% 8.2
of senior management strong rating for
are women equal opportunities in
the company
OUR BUSINESSES organisation where creativity and people orientation and inclusion programme
IN BRIEF are key drivers. Our strategic growth ambition requires Our employees come from different cultural and
excellence, focus and full alignment from the employees, educational backgrounds and represent a variety of age Total
SUSTAINABILITY
together with strong capabilities to operate in the current groups. We continuously strive to improve the diversity
46%
5,588 52%
Sustainability at Sanoma challenging operating environment and lead Sanoma to of our workforce as it increases innovation, engagement
Inclusive learning a successful future. The mix of characteristics of Sanoma and understanding of the people and communities we
Sustainable media as an employer is quite unique: meaningful work with serve. We also believe that diversity is not enough without
a strong purpose, a competitive offering and equal inclusion. Therefore, our strategic ambition is an inclusive
■ Valued people
treatment, flexible working arrangements, a collaborative culture where everyone is welcomed, respected and
Trustworthy data Learning
environment and clear opportunities to grow and develop. supported as their own true selves.
Vital environment Media Finland
Other operations
Responsible Sanoma is a substantial employer that operates in 12 In 2023, we continued our online training on unconscious
business practices European countries. At the end of December 2023, we had bias, and in Media Finland, updated the recruitment
Sustainability reporting a total of 5,588 (2022: 5,611) employees, corresponding process to, for example, encourage managers to recruit
and metrics to 5,119 full-time equivalent employees (FTE). 90% (2022: people from diverse backgrounds and pay attention Personnel by country,
% at the end of 2023
Independent Assurance 90%) of our employees are permanent. In 2023, the number to equality and inclusion. In Learning, we identified five
Report of new employees was 642 (2022: 963), while the number pillars of Diversity, Equality and Inclusion (DE&I) we want 3%
3% 6%
of employees who left the company was 845 (2022: 892), to focus on (Culture & Heritage, Generations, Gender,
GOVERNANCE
resulting in an average employee turnover of 13.3% LGBTQ+ and Disability & Neurodiversity). Senior leaders
FINANCIALS (2022: 16.5%). The impact of the process and efficiency became sponsors of these pillars, and attended webinars
12%
Total
improvement program Solar in Learning is somewhat which were held to share understanding of the obstacles
visible in the number of employees who left the company, and challenges faced by people identifying with any of
5,588 51%
12%
having also an impact on the number of new hires. In 2023, these pillars. We delivered training on how to become
there were 326 (2022: 294) employees working on-call for better allies (when not identifying as a minority group)
13%
Sanoma. These freelancers mainly support our events and and on leading with cultural intelligence. In Media Finland,
editorial staff in Media Finland. In addition to Sanoma's we focused especially on improving the services and
own full-time, part-time, and on-call employees, we use employee experience of non-Finnish speaking colleagues
Finland
external resourcing. Sanoma is reviewing these options as a significant minority group. We also created a checklist
Spain
on a continuous basis as part of its strategic workforce for arranging safe and sustainable internal events and
The Netherlands
planning and talent management processes. Currently highlighted the importance of equal, inclusive experience.
Poland
we use external partners and freelancers especially in the Belgium
areas of learning and media content creation, supply chain, Italy
Other
SUSTAINABILITY development of a more equal and respectful working is wide diversity in all aspects. 10% of our employees are is approved by the Board of Directors. In our operating
environment. under 30 years old (2022: 10%), 82% are aged between countries, our equality actions are centred around local
Sustainability at Sanoma 30–59 years (2022: 82%) and 8% over 60 years old (2022: equality and non-discrimination plans in addition to
Inclusive learning Of our personnel, 56% (2022: 56%) are women and 44% 8%). More information about the age distribution by Group-wide development work. We strive to build a
Sustainable media (2022: 44%) men. Although our overall gender diversity personnel group can be found in the Sustainability and ESG culture where people feel at ease to bring up any form of
ratio is on a very good level, we recognise that we need to performance figures. misconduct, and also offer them an anonymous Sanoma
■ Valued people
focus on enhancing it in certain teams, such as technology. WhistleB reporting channel. We monitor the total number of
Trustworthy data
In 2023, the share of women who were team managers We have zero tolerance for any form of discrimination, reported misconduct cases, and all cases are investigated
Vital environment increased to 47% (2022: 44%) and directors or senior harassment or bullying at the workplace, and we cover thoroughly. Learn more about our actions on preventing
Responsible management to 45% (2022: 41%). At the end of 2023, equality, equity and inclusiveness in our Code of Conduct. misconduct in Responsible business practices.
business practices
Sustainability reporting
and metrics
Independent Assurance
Report
Gender diversity, Employee distribution by age, In June we celebrated Pride
GOVERNANCE % at the end of 2023 % at the end of the year month to highlight the rights of
FINANCIALS Board of sexual and gender minorities
Directors 33% 67%
32% 31%
LEARN MORE ►
Executive 27% 26%
Management 50% 50%
Team 23% 24%
Directors and
Senior 45% 55%
Management
Managers
with 47% 53%
8% 8% 8% 8%
This is how Ahmed Zafaat,
2% 3%
Subordinates
Muhammad Faizan, Azhar
< 25 25–29 30–39 40–49 50–59 > 60
Employees 57% 43%
Munir and Zahoor Khan from
2022 2023 Sanoma celebrate Ramadan
Female LEARN MORE ►
Male
FINANCIALS
around ways of working and flexibility have changed.
Therefore, we have continued to invest in office restructurings
Aiming for a more
to support our employees’ work-life balance with flexible diverse editorial team
working time and tools and equipment for remote work. In
Learning, we also provided training on how to lead hybrid Helsingin Sanomat cooperates with Haaga-Helia’s
teams, and will continue with this training in 2024. training programme for immigrant journalists. The
aim of the cooperation is to develop the diversity of
In Media Finland, a wellbeing mentoring network funded the editorial team and expertise in key immigrant
by the Finnish Work Environment Fund finished their groups and the countries they come from.
training and continued and expanded their work with the
aim of sharing best practices and developing new ways
of supporting mental wellbeing, management of work-
related stress and work-life balance. Business unit specific LEARN MORE ►
interventions were also carried out in collaboration with
external service providers and professionals.
SUSTAINABILITY about the work environment, how engaged they are, how all Sanoma employees. We provide occupational healthcare accidents. The lost time accident injury rate (LTA) for the
committed they are to the organisation, and how likely services, including preventive services, to all our employees to printing facilities was 3.2 (2022: 9.2). In total, 3 (2022: 4)
Sustainability at Sanoma they are to promote our organisation externally. The EES promote their health and maintain work ability. Occupational injuries resulted in at least 3 lost working days, 2 (2022: 1) of
Inclusive learning results are reported to the management and the Board healthcare is, at minimum, arranged according to local legal them while commuting.
Sustainable media of Directors, and shared and discussed in the operating requirements and practices. Employees can participate in
■ Valued people
companies and functions. the development, implementation, and evaluation of the Management approach
occupational health and safety management through both to human resources topics
Trustworthy data
For our 2023 EES survey, the response rate increased formal and informal methods. Informal methods include open In Learning, our human resource development is led by the
Vital environment to 92% (2022: 87%). Our Employee Experience Index dialogue through internal communications channels, surveys, Chief Human Resources Officer, and on a local level by the
Responsible improved to 7.5 (2022: 7.3), being in line with the long-term and direct contact with the Human Resources function. respective HR Director and organisation in each country or
business practices target level. Compared to peers, Sanoma’s EEI continues Formal participation includes workers’ representation in local region. In Media Finland, human resources are led by the
Sustainability reporting to be above the European benchmark level of 7.1. The joint management, for example worker health and safety Chief Human Resources Officer and a team embedded in
and metrics highest score was yet again reached on leadership and committees. In 2023, Sanoma’s overall sick absence rate the different business units. The Chief Human Resources
Independent Assurance relationship with direct manager. Managers’ skills in was 4.0% (2022: 4.3%). Sanoma has developed work ability Officers in both Learning and Media Finland are members
Report building relationships with employees and showing trust management, and, for example, the use of services related to of the SBU management teams. The Human Resources
and respect are highly appreciated among employees. mental wellbeing increased in Finland. Committee of the Board of Directors is responsible for the
GOVERNANCE
A good workplace environment, characterised by strong evaluation of related policies, practices, development
FINANCIALS collaboration with colleagues, supportive managers Sanoma owns two printing houses in Finland, where plans and the performance of the key executives, including
and equal opportunities stayed on a good level. Areas we focus on preventive measures to ensure safe work the two human resources executives. A list of policies and
of improvement include remuneration, development procedures. Health risks are mainly related to tripping or guidelines guiding Sanoma’s Human Resources practices
opportunities, and more streamlined work processes. slipping. In warehouses in both Learning and Media Finland, can be found in Sustainability policies and guidelines.
the most common injuries are related to handling loads, Topic-specific risks are disclosed in the Report of the Board
Building a great workplace with an inspiring and falling or forklift truck accidents. At the end of 2023, Sanoma’s of Directors (Risks and risk management).
sustainable company culture plays a key role in attracting printing houses had 176 (2022: 182) employees in Finland
and retaining talent, as well as increasing commitment and (3% of the total number of employees). The work in the Employee benefits offered to our employees are defined
engagement. The Employee Net Promoter Score (eNPS) printing houses differs from office work. Therefore, we follow locally. In Sanoma’s largest companies, the benefits
signals how likely employees would recommend Sanoma and report accidents as well as high-potential injuries and provided for full-time employees do not vary from the
as an employer. The eNPS measured in the EES remained close-calls at work only concerning the two printing facilities benefits offered to the part-time employees for the most
stable at 7 (2022: 7) on a scale from -100 to +100. The in Finland. Both printing facilities have a safety management part. Information on remuneration principles of the Board
European benchmark in 2023 was 5. Our target is to reach system in place, and accidents are reported internally to all of Directors and the President and CEO can be found in our
an eNPS score above 10 by 2025. printing facility workers and communicated on-site daily. Remuneration Report 2023.
SUSTAINABILITY notice periods, Sanoma complies with local legislation and Employees’ right to freedom of association is an important
the notice periods specified in collective agreements in all value supported by Sanoma. As a signatory of the UN
Sustainability at Sanoma of its operating countries. In Sanoma’s largest companies, Global Compact, we commit to principle three on the right
Inclusive learning the minimum notice period typically provided to employees to freedom of association and collective bargaining. At the
Sustainable media and their representatives prior to the implementation of end of 2023, 70% (2022: 69%) of Sanoma employees were
significant operational changes that could substantially covered by collective bargaining agreements. In general,
■ Valued people
Trustworthy data
Vital environment
Responsible
business practices
Sustainability reporting
and metrics Our targets and performance
Independent Assurance
Report OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
GOVERNANCE ■ We create an ■ Annually, our Employee Experience Index is on a favourable level ≥ 7.5 ■ Employee Experience Index: 7.5
equal and inclusive (Scale 0-10, European Benchmark 7.1) ¹ (2022: 7.3)
FINANCIALS workplace together ■ Our people feel that we provide equal opportunities, and our Equal ■ Equal opportunities in my company rating: 8.2
■ Our people create our
opportunities rating is on a favourable level, ≥ 7.6 (Scale 0-10, European Benchmark 7.0) (2022: 7.7)
knowledge capital and
■ We promote diversity and gender neutrality throughout our business and ■ Managers with subordinates: 47% w / 53% m (2022: 44% / 56%)
together we promote
aim for a 50/50 gender balance in managerial positions by 2030 ■ Directors and Senior Management: 45% w / 55% m (2022:
wellbeing, training
■ The Board of Directives objective is that both genders are represented of the 41% / 59%)
and safety
Board with the share of under-represented gender being at least 40% ■ Board of Directors: 33% w / 67% m (2022: 33% / 67%)
■ We are a great workplace
and support an inspiring ■ We continuously seek to develop Sanoma as a great place to work, and by ■ Employee Net Promoter Score: 7
and sustainable 2025, we aim to reach an Employee Net Promoter Score (eNPS) > 10 (Scale -100 to +100, European Benchmark 5) (2022: 7) 2
company culture
1
EEI is a 10-item index measured in the annual employee engagement survey, scale 1–10.
2
The eNPS score for 2022 has been adjusted according to new reporting.
SUSTAINABILITY
Sustainability at Sanoma
Inclusive learning
tailored learning and
Sustainable media
Valued people
■ Trustworthy data
media content
Vital environment Data, especially personal data, is an essential part of our business,
Responsible putting privacy and security as well as customer trust at the core
business practices of our daily work. In 2023, we continued implementing our Privacy
Sustainability reporting Programme and Privacy and Security by Design process to ensure that
and metrics privacy and data protection is built into our products.
Independent Assurance
Report
Ethical AI
32
GOVERNANCE
Principles
FINANCIALS
Privacy Champions
published
0 Continuous
privacy training
major data breaches
of all employees
SUSTAINABILITY channel blended learning solutions. Data is an integral To ensure customer trust and compliance with privacy help implement privacy into everyday operations. Privacy
part of our digital learning products. It helps teachers laws, Sanoma's Group-wide Privacy Programme ensures Champions are also responsible for ensuring that Privacy
Sustainability at Sanoma enhance learning outcomes, engagement and workflows, we continuously improve the responsible use of personal Impact Assessments (PIAs) are conducted for new personal
Inclusive learning and supports students in optimising their individual data. Through the programme we support the ability to
Sustainable media learning paths. We process personal data mostly as a use data to bring value to our customers, while protecting
‘data processor’ on behalf of customers, i.e. schools and personal data throughout its entire lifecycle, which is at the
Valued people
municipalities. This means that schools and municipalities core of our everyday business. The Privacy Programme is HS and IS establish a joint team
■ Trustworthy data
decide the purposes and lawful basis for data processing supported by a separate Group-wide Information Security
to use generative artificial
Vital environment and instruct us to process data accordingly. Programme, which aims to strengthen our Information
intelligence in newsrooms
Responsible security measures across the organisation to protect
business practices Privacy and security personal data and key data assets. LEARN MORE ►
FINANCIALS
media customers. In Media Finland, our role is mostly
as a ‘data controller’ when handling the personal data
Sanoma defines
of our customers, readers and viewers. Data helps ethical principles
us develop and customise our products further. We
use data to improve our journalistic content, develop
for the responsible
personalised recommendations in media, drive use of artificial
customer-centric marketing, and improve the customer intelligence (AI)
experience of our digital applications. Journalistic
By following the principles, we monitor the safe,
content recommendations are based on editorial
appropriate and responsible use of artificial
decisions and algorithms, transparently explained, and
intelligence.
users have the option to switch off the personalisation
feature. Personal data is also an essential asset in digital
advertising. Advertisers value the ability to target the LEARN MORE ►
customers by segments, and media users prefer to see
relevant advertising only. Media Finland communicates
GOVERNANCE
Sanoma’s Privacy and Security by Design -process in product development
FINANCIALS
101010
010101
Developing digital Iterating to develop
products: Assessing threats new features
and implementing privacy based on customer
Assess privacy Screening and Transparency and
and security controls experience
impacts of new data selecting sustainable privacy rights of
processing suppliers customer using product
SUSTAINABILITY the preparation, an external AI expert has reviewed the Privacy and Data Protection Policy across our businesses. In enforcement actions during 2021−2023 regarding consent
principles, particularly in anticipation of the proposed EU AI addition, the Privacy team monitors relevant authority and practices for the use of cookies and similar identifiers. Media
Sustainability at Sanoma Act. In addition, Sanoma’s businesses have been provided industry guidelines, and develops guidance and training Finland has received an authority decision from the Finnish
Inclusive learning with guidance on the compliant use of new generative AI to help business and technology teams implement legal Transport and Communications Agency (Traficom) about its
Sustainable media capabilities that were brought to market in 2023. During requirements in practice. Both Learning and Media Finland cookie practices in 2023, which was appealed to the Helsinki
2024, we plan to integrate AI Assessments into our Privacy have appointed a “privacy owner” who reports directly to Administrative Court to gain clarity on the technical scope
Valued people
and Security by Design process. the CEO of the business and is responsible for ensuring and applicability of the ePrivacy Directive rules.
■ Trustworthy data
that privacy requirements are implemented into business
Vital environment Management approach to privacy, operations. Implementation is supported by Privacy A list of policies and guidelines guiding Sanoma’s
Responsible security and data protection Champions nominated into relevant business units. PThe privacy, security and data protection can be found on in
business practices In our privacy work, we focus on fair and transparent p/ogress of implementing Sanoma’s Privacy Programme Sustainability policies and guidelines. Topic-specific risks
Sustainability reporting practices defined in Sanoma’s Privacy and Data Protection is reviewed with a Privacy Board in Learning and Media are disclosed in the Report of the Board of Directors (Risks
and metrics Policy. It determines the main principles and governance Finland, including respective CEOs, on a quarterly basis. and risk management).
Independent Assurance
Report
GOVERNANCE
transparently to all our developers data breaches, out of which 0 major (2022: 0)
■ We train our permanent data breach management task
force to handle personal data breaches
Protecting the
OUR BUSINESSES
IN BRIEF
climate and building
awareness of
SUSTAINABILITY
Sustainability at Sanoma
sustainability
Inclusive learning
Sustainable media
Valued people
Trustworthy data
■ Vital environment
Sanoma’s climate strategy is an important part of our 2030 business
strategy, transforming our business to meet the requirements of a
Responsible
business practices low-carbon economy, aligned with the Paris Agreement 1.5°C goal.
Our ambitious environmental action focuses on climate and
Sustainability reporting
and metrics biodiversity impacts throughout our value chain.
Independent Assurance
Report
GOVERNANCE
FINANCIALS
Science Based
Targets -initiative 31%
reduction in own operations
approved climate targets
GHG emissions from 2021
29% A-
reduction in value chain GHG Leadership level in
emissions1 from 2021 CDP climate rating
1
Scope 3 categories 1, 3, 4.
108,900
OUR BUSINESSES (WBCSD) and World Resources Institute (WRI). Sanoma’s
IN BRIEF operations generate greenhouse gas emissions in our own
SUSTAINABILITY operations (Scope 1 and 2) and value chain (Scope 3). tCO2e
Scope 1 covers direct emissions from owned or controlled
Sustainability at Sanoma sources, such as company cars. Scope 2 covers indirect
Inclusive learning emissions from the generation of purchased energy
Sustainable media consumed. Scope 3 includes other indirect emissions that
occur in the value chain. In 2023, our total GHG emissions
Valued people Scope 1 and 2 Scope 3
were 108,900 tCO2e (2022: 145,100).
6% 94%
Trustworthy data
■ Vital environment Value chain (Scope 3) emissions are the most significant
Responsible source of GHG emissions for Sanoma. In 2023, 94%
business practices (2022: 94%) of our total GHG emissions resulted from our
of GHG of GHG emissions
emissions
Sustainability reporting value chain. 62% of total GHG emissions resulted from
and metrics purchased goods and services (category 1), including e.g.
Independent Assurance
Report
paper purchases, energy and material usage for printing
newspapers, magazines and books as well as marketing
62% 16% 2% 14%
and TV production services. Transportation and distribution Purchased goods Transportation Digital use of sold Other emissions, e.g.
GOVERNANCE and services of products products end-of-life treatment
(category 4) of our learning and media products created
of sold products,
FINANCIALS 16% of our total emissions. In addition, capital goods waste, employee
(category 2), fuel- and energy-related activities (category and business travel,
3), waste (category 5), business travel (category 6), investments
employee commuting (category 7), use of sold products
(category 11), end-of-life treatment of sold products
(category 12) and investments (category 15) create
emissions. We also calculate and report Nelonen Media Facilities, warehouses Content creation Physical delivery of Digital production Customer using
Live events’ GHG and biogenic emissions separately and and printing houses learning materials, and delivery of product
Material production
energy usage newspapers and learning materials,
include them into Sanoma’s Group-wide reporting. Print production of magazines newspaper,
Company cars
books, newspapers magazines and
and magazines entertainment
Our own operations’ Scope 1 and 2 GHG emissions
represented 6% (2022: 6%) of our total GHG emissions Marketing services
SUSTAINABILITY Climate targets validated by the compensate emissions that cannot be avoided or reduced. as well as in both printing houses. In addition, earlier energy
Science Based Targets initiative efficiency projects and office floorspace restructurings
Sustainability at Sanoma In 2023, the Science Based Targets initiative (SBTi) Scope 1 and 2: Reductions reduced energy consumption both in Media Finland and
Inclusive learning approved Sanoma’s near-term science-based emission in our own operations’ Learning. In 2023, we continued office restructuring projects
Sustainable media reduction targets for our own operations (Scope 1 and emissions and energy use in Finland, the Netherlands, Spain, Norway and France.
2) and value chain (Scope 3). This validation confirms In 2023, our own operations’ emissions (Scope 1 and 2) The share of fossil-free electricity increased to 93% (2022:
Valued people
that Sanoma’s climate strategy and business model are declined by 31% (2022: 7%) compared to our comparison 92%). Our target was to use only fossil-free energy by
Trustworthy data
compatible with the transition to a sustainable economy year 2021. In Scope 2, our energy-related emissions declined the end of 2023, which we aim to reach in 2024. Currently
■ Vital environment and the limiting of global warming to 1.5°C in line with the by 54% (2022: 15%) mainly due to the result of transitioning our office facilities and warehouses in Media Finland and
Responsible Paris Agreement. to renewable heating in Finland. Our Sanomala printing Sanoma Pro (Finland), Sanoma Utbildning (Sweden), Iddink
business practices house in Vantaa transitioned to renewable heating already in (Netherlands), Van In (Belgium), Santillana Spain and
Sustainability reporting Sanoma’s validated SBTi target for our own operations is late 2022 and Sanoma House headquarters in Helsinki and Sanoma Italy already use fossil-free electricity.
and metrics to reduce absolute Scope 1 and 2 GHG emissions by 42%
Independent Assurance by 2030 from the 2021 base year. In 2020-2021, Sanoma
Report halved its own operations’ (Scope 1 and 2) emissions.
We also aim to transition to fossil-free electricity by
GOVERNANCE
FINANCIALS
the end of 2023 (93% achieved) and energy (heating,
cooling and reserve power) by 2030. Both energy-related
Significant
targets support us in reaching our Scope 2 emission improvements to
reduction target.
energy efficiency in
Since the majority of Sanoma’s greenhouse gas emissions facilities and printing
originate from indirect Scope 3 emissions we aim to houses in Finland
annually reduce them by 38% by 2030 from the 2021
base year. This Scope 3 target applies to Sanoma’s Sanoma also invested in renewable district heating
GHG emissions under categories 1 purchased goods during 2023 to reduce its own operations GHG
and services, 3 fuel and energy related activities and 4 emissions.
upstream transportation and distribution, which together
accounted for over 80% of Sanoma’s value chain emissions LEARN MORE ►
in 2023. In Scope 3, our current focus is on categories which
GOVERNANCE
Waste generated emission reductions. Several of our print suppliers
Sanoma’s printing houses, facilities and warehouses continued to transition to renewable energy, which was
FINANCIALS generated 5,800 tonnes of waste (2022: 5,400) in 2023. The positively reflected in our performance. For our services,
amount of waste increased slightly. Waste management is we developed our calculation model so that it reflects the
part of each facility’s environmental management system. actions of our suppliers and as a result, especially ICT
Recycled and reused waste accounts for 80% of Sanoma's and consulting-related GHG emissions declined. Going
waste. Sanoma monitors closely the amount of waste types forward, developing our cooperation with TV production
in its printing houses, since these production facilities are companies will be key to the continued reducing of our
the biggest source of waste. All waste was either recycled service-related GHG emissions. This is why Media Finland Sanoma participated in the
or reused in Sanoma’s printing houses in 2023, similar to continued to support the Audio-visual Producers Finland
Climate Leadership Coalition's
previous years. We also follow the amount of GHG emissions in 2022−2023 with the development and implementation
campaign to promote the
generated by the waste treatment of our sold products of the UK-developed Albert emission calculation system.
(Scope 3, category 12), which declined in 2023. Albert is now available for all film and TV production in green transition
Finland and provides free training and tools to measure LEARN MORE ►
Sustainability reporting Our own printing houses, Sanomala and Manu, continued
to measure their products’ carbon footprint by using the
and metrics ClimateCalc calculation tool, which provides customers
and manufacturers information about the total carbon
Independent Assurance footprint of a print product.
Report
Printing papers The paper we use is certified, which ensures that the 93% (2022: 97%) of Sanoma used newsprint paper
GOVERNANCE originate from paper is produced in accordance with sustainable was certified.
certified pulp fibre forestry management practices.
FINANCIALS
All materials are We recycle or reuse all papers, printing plates and In our own printing houses, the amount of waste paper
recycled or reused printing colours. We minimise the consumption of and materials used has declined. The combined recycling
materials, measure the amount of waste generated and and reuse rate for waste remained almost 100% (2022:
prevent waste. For example, aluminium printing plates 100%).
The carbon footprint of are a recyclable raw material for industrial purposes
after use in our printing houses.
the newspapers printed
in Sanoma’s own printing Safe printing We use raw materials that are safe both for the All inks used were from safe sources.
materials employees and the environment.
houses has declined by
16%
Working together We work collaboratively across our value chain to We continuously engage with our suppliers.
with responsible maximise our positive impacts and minimise our For example, in 2023, we met with all our paper suppliers
partners environmental impact. As signatories of the world’s and continued discussions and cooperation with
largest sustainability initiative (UN Global Compact), we certification parties to prepare for the Regulation on
require our partners to commit to sustainable business Deforestation-free products.
compared to 2019. practices. Sanoma’s Supplier Code of Conduct lays out
our sustainability requirements.
LEARN MORE ►
30,300 4,600
Inclusive learning and verified sources. We also monitor closely the carbon 26,300
Sustainable media profiles of the paper used, to ensure we are able to meet our
emission reduction targets.
Valued people
Trustworthy data
In 2023, the total amount of paper used declined by 11% 2021 2022 2023
■ Vital environment to 63,100 (2022: 70,900) tonnes, mainly driven by lower
Responsible paper usage in Media Finland. This follows the prevailing Newsprint
business practices media trend of consumers moving from printed to digital Magazine paper
Book paper
Sustainability reporting and hybrid media products. In Learning, paper used also
and metrics declined in 2023.
Independent Assurance Share of certified paper fibre used,
Report All paper used in Sanoma’s newspapers, magazines and %
books is expected to originate from certified and sustainably
GOVERNANCE
managed forests i.e. traceable, verified and legal sources. 95% 94% 94%
FINANCIALS Sanoma’s target was to increase the use of certified paper
to 100% by the end of 2023. In 2023, the share of certified
paper was 94% (2022: 94%) due to the scarcity of certified
paper available on the market and Sanoma being unable to
ensure that only certified paper was provided for all orders.
The share of certified paper declined to 93% (2022: 97%)
in newsprint and to 94% (2022: 97%) in magazines. For
2024, Sanoma already has plans in place with newsprint
and magazine paper suppliers to bring the share of certified
paper to 100%. In Learning, the share of certified bookpaper 2021 2022 2023
increased to 95% (2022: 89%) as a result of changing certain
Includes paper used in Sanoma’s own printing facilities for
paper suppliers and sources. During 2024, Learning will own and externally sold print products, as well as paper
Includes paper
acquired for fiber
ownused in Sanoma’s
products own printing
printed by third parties. Book
also cooperate with paper suppliers to ensure only certified facilities for own and externally sold print products, as well
paper
as paperisacquired
used in forLearning and
own products newsprint
printed by third and magazine paper
paper is used. parties.
in Media Book paper is Figures
Finland. used in Sanoma
refer Learning and
to continuing operations.
newsprint and magazine paper in Media Finland. Figures
refer to continuing operations.
SUSTAINABILITY ranging and may bring considerable social uncertainty. Sanoma maintained its solid CDP Forest rating of B. Environmental and climate-related risks are also disclosed
To identify and control environmental and climate-related in the Report of the Board of Directors under Risks and
Sustainability at Sanoma risks and opportunities for our business, we evaluate We also monitor the regulation related to environmental risk management. A list of policies and guidelines guiding
Inclusive learning them as part of our annual risk assessment process. topics and our business closely. We have continued Sanoma’s environmental practices can be found in
Sustainable media Our Task Force on Climate-related Financial Disclosure to follow the preparation of the EU Unfair Commercial Sustainability policies and guidelines.
(TCFD) report includes a description of our climate- Practices Directive related to green claims. In 2023, we
Valued people
related governance, strategy, risk management, metrics continued, for example, to train Media Finland employees
Trustworthy data
and targets. on environmental claims in advertising. The EU Regulation
■ Vital environment
Responsible
business practices Our targets and performance
Sustainability reporting
and metrics OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
Independent Assurance
■ We reduce emissions following our science- Science-based targets: ■ Own operations’ (Scope 1 and 2) emission reduction from 2021:
Report
based reduction targets ■ We reduce absolute Scope 1 and 2 GHG emissions by 31% (2022: 7%)
GOVERNANCE ■ We strive to minimise our environmental 42% by 2030 from a 2021 base year ¹ ■ Value chain (Scope 3) emission reduction from 2021: 29%
impacts across the supply chain ■ We reduce absolute Scope 3 GHG emissions from (2022: 8%) 2
FINANCIALS
■ By the end of 2030, we will be carbon neutral purchased goods and services, fuel and energy related ■ Emission intensity: 1.1 Scope 1 and 2 tCO2e/employee (2022: 1.5)
■ We increase our fact-based climate and activities, and upstream transportation and distribution ■ Emission intensity: 0.08 Scope 1, 2 and 3 tCO2e/EUR 1,000 net sales
environmental awareness by 38% by 2030 from a 2021 base year 2 (2022: 0.11)
Other climate and energy targets: ■ Energy intensity: 6.9 MWh/employee (2022: 7.7)
■ By the end of 2023, we will use only fossil-free electricity ■ Share of fossil-free electricity: 93% (2022: 92%)
■ Share of fossil-free energy: 73% (2022: 57%)
■ By the end of 2023, all wood fibre in the paper ■ Amount of certified wood fibre in direct paper purchases: 94%
qualities used by Sanoma originates from trusted, (2022: 94%)
certified sources
1
The target boundary includes biogenic emissions and removals from bioenergy feedstocks.
2
KPI includes Scope 3 categories 1 Purchased goods and services, 3 Fuel- and energy-related activities and 4 Upstream transportation and distribution.
Committed to
ethical business
OUR BUSINESSES
IN BRIEF
SUSTAINABILITY
Sustainability at Sanoma
Inclusive learning
practices
Sustainable media
Valued people Following strong business ethics, supply chain integrity and ethical
Trustworthy data partnerships are fundamental for us. We are a member of the UN
Vital environment Global Compact and committed to the Ten Principles of human rights,
■ Responsible labour, environment and anti-corruption.
business practices
Sustainability reporting
and metrics
96m€ 98%
Independent Assurance
Report
GOVERNANCE
Human Rights
Statement 92%
of new key suppliers have signed
published
the Supplier Code of Conduct
Re
business practices
th
All employees are required to apply the Code and
Sustainability reporting Sanoma’s policies in full in their daily conduct and Sanoma
and metrics Code of Conduct
business decisions. Sanoma has two Code of Conduct and internal
Cus
Independent Assurance culture
s
e-learnings: a Code of Conduct basic e-learning and a
ier
Report Code of Conduct refresher. In 2021, Sanoma renewed
m
to
pl
ers p
and Su
its Code of Conduct e-learnings and all employees, Trust through Third-party
GOVERNANCE
both existing and new, took the basic Code of Conduct privacy Code of
FINANCIALS e-learning. It includes dedicated sections for general Conduct
ethics, anti-bribery and corruption rules, competition
law, privacy, security and compliance with supplier Employee
relationship management. As of 2022, the basic inclusion and
e-learning has been targeted at only new employees. It diversity
is mandatory for all new employees. At the same time, Guidance Regular assessment
existing employees are reminded of the ethics and Transparency measures of compliance and
principles of the Code through a mandatory refresher Training and awareness sustainability risks
building Defining mitigative
Code of Conduct e-learning, which is updated annually. In
Speak-up reporting lines measures
2023, this refresher e-learning covered also current topics
such as safe corporate culture and AI.
SUSTAINABILITY 2021−2023 and both existing and new employees, was comes to public officials, gifts of any value must not be
96% (2022: 98%). From 2024 onwards, the basic Code of offered to or accepted from them unless approved by a
Sustainability at Sanoma Conduct e-learning rate will only include new employees. management team member. Our Audit Committee receives
Inclusive learning In the newly acquired companies, the e-learning takes regular updates on Sanoma’s compliance programme and
Sustainable media place typically within 3–6 months after the acquisition compliance activities, including anti-corruption. Our annual
is completed. Code of Conduct e-learning, mandatory for all employees,
Valued people
includes training on anti-bribery and corruption. All
Trustworthy data
We have also identified areas of business where certain employees have access to our Anti-Bribery and Corruption
Vital environment 2021 2022 2023
employee groups need to be trained in specific policies. Policy and related guidance is enrolled through our Local
■ Responsible Therefore, to complement our Code of Conduct e-learning, Compliance Officers and internal communications. In 2023,
business practices various role-based compliance trainings are implemented Sanoma’s compliance awareness building activities also
Sustainability reporting within the areas of privacy, information security, included awareness campaigns on gifts and hospitality
and metrics competition law and anti-bribery and corruption. rules around holiday seasons.
Independent Assurance
Report Sanoma regularly conducts an internal compliance risk Zero tolerance for misconduct
assessment survey to identify potential compliance risks Violations of the Code, or any related policy or law, are
GOVERNANCE
and ensure sufficient mitigative measures are in place encouraged to be reported through various reporting
FINANCIALS to prevent such risks from occurring. Examples of such channels. We strive to build a culture where people feel
mitigative measures are role-based training events and at ease to bring up any form of misconduct. Sanoma
awareness building efforts. In addition to compliance offers an externally hosted, independent whistle-blowing
trainings, our businesses have dedicated Compliance hotline which enables Sanoma employees, customers
business sponsors and Local Compliance Officers, whose and business partners to report suspicions of misconduct
role is to act as a first line of support on compliance confidentially and anonymously. With this early warning
topics, and together with internal communications system, we foster high business ethics, maintain customer
create awareness of policies and reporting lines through and public trust, and reduce risks for misconduct.
awareness building campaigns. In 2023, Sanoma’s ethics Sanoma has a zero-tolerance policy on retaliation for
and compliance campaigns focused on anti-harassment, reporting misconduct. At Sanoma, all misconduct leads to
safe culture to speak-up, gifts and hospitality rules, and disciplinary, legal, or other actions.
privacy and information security. We also created an
internal Anti-Harassment Standard to document our During 2023, in total 20 (2022: 16) potential cases of non-
commitments and guidelines. compliance were reported to the Sanoma Compliance
France and the United Kingdom. maintain a constructive, collaborative, and professional
relationship. We also monitor the latest tax developments Total
In 2023, our total tax contribution was EUR 96 million (2022: and new legislation coming into force. 164m€
0
98) in taxes borne and EUR 164 million (2022: 170) in taxes
collected. Taxes collected include tax and tax-like payments In June 2023, the Administrative Court rejected Sanoma’s
that we have collected on behalf of the government, appeal that concerned the VAT payment decision regarding 83
including, for example, value added tax. the tax audits at Sanoma Media Finland Oy for the years
2015–2018. The case concerned the treatment of VAT of
Net VAT
We are committed to responsible tax management, guided certain magazines that were printed in multiple locations
Excise taxes
by our Group-wide Tax Policy. It sets out a framework in Europe, and processed in and distributed through a
Withholding taxes
for our approach to manage and control tax-related centralised logistics centre in Norway. Sanoma considers
Employees social security
issues. Our Tax Policy applies to all Group entities and is the claims fully unjustified and has applied for a permission
communicated to relevant internal stakeholders. The needs to appeal the decision to the Supreme Administrative
OUR BUSINESSES ongoing, the disputed VAT amounts paid (EUR 36 million) Risks and risk management.
IN BRIEF as well as the related corporate income tax refunds
405
SUSTAINABILITY received (EUR 5 million) are excluded from the presented Total
total taxes borne and collected. More information on 2,473m€ 1,393
Sustainability at Sanoma Financial Statements, Note 5.5.
487
Inclusive learning
Sustainable media Economic value distributed
Our financial position supports sustainable business
Valued people
development and the economic added value we have
Trustworthy data Revenue
towards society. At the end of 2023, we employed more
Vital environment than 5,000 full-time equivalents (FTE) employees and paid Operating costs
■ Responsible almost EUR 405 million (2022: 356) in employee wages and Employee wages and benefits
business practices benefits. Half of our employees are based in Finland and Dividends to shareholders
Payments to providers of capital
Sustainability reporting the rest in other European countries, mostly in Spain, the
and metrics Payments to government: Income
Netherlands, and Poland. tax, Real estate tax, Employer
Independent Assurance charges
Report
Community investments
GOVERNANCE
FINANCIALS
Our targets and performance
OUR FOCUS OUR TARGETS KPIs AND PERFORMANCE 2023
■ We maintain rigorous ethical standards and ■ All employees complete our mandatory Code of ■ Code of Conduct refresher e-learning completion rate:
responsible business practices Conduct e-learning 98% (2022: 95%)
■ We constantly develop responsibility in our
■ All new Sanoma suppliers sign our Supplier Code ■ Share of new key suppliers that have signed the Supplier
supply chain
■ Our good financial performance and position support of Conduct Code of Conduct: 92% 1 (2022: 86%)
sustainable development
1
KPI tracked via Sanoma’s centralised contract Lifecycle Management system by evaluating new suppliers above EUR 100,000 spend for the reporting year.
SUSTAINABILITY factors are from Defra GHG Conversion Factors. In upstream network use from Data Centres and Data category is not relevant for Sanoma since we do
Learning, waste data has been evaluated based Transmission Networks and estimated data transfer not have relevant leased assets that have not been
Sustainability at Sanoma on floorspace for some of the facilities. Waste from Traficom. reported under other categories. All leased facilities’
Inclusive learning consumption for small facilities in Finland were – Category 12: End of life treatment of sold energy use is included in Scope 2. Leased vehicles
Sustainable media excluded. These facilities’ represent approx. 1% of products includes emissions from end-of-life are calculated in Scope 1.
Finland facilities. treatment of sold products: newspapers, magazines, – Category 9: Downstream transportation and
Valued people
– Category 6: Business travel includes emissions books and purchased packaging. The calculation distribution. Downstream transportation and
Trustworthy data
from travelling reported using data from travel method is the waste-type specific method. Waste distribution. This category is not relevant for
Vital environment claims and travel agency data. The calculation treatment emission factors are from Defra GHG Sanoma as all purchased transportation emissions
Responsible method is a combination of the fuel- and distance- Conversion Factors. have been reported under category 4. In 2023
business practices based methods. Business travel emission factors – Category 15: Investments include Scope 1 and 2 reporting, Sanoma updated categories 4 and 9
■ Sustainability reporting are from Defra GHG Conversion Factors database. emissions of Sanoma’s subsidiaries, associated reporting and combined all transportation emission
and metrics This category also includes reporting of hotel stay companies and joint ventures where relevant. reporting under category 4. All emission data for
Independent Assurance emissions, although they are optional to report. These companies have been listed in the Financial the years 2021−2022 was transferred to category
Report Minor below 5% exclusion in business travel Statements, Note 6.4. This category was added 4. Sanoma’s products and services do not create
emission calculation due to missing data. to Sanoma’s emission calculations in 2023. transportation and distribution emissions after the
GOVERNANCE
– Category 7: Employee commuting includes 2021−2022 data has been restated to include this point of sales.
FINANCIALS emissions calculated from employee travel pattern category. Emission factors are spend-based factors – Category 10: Processing of sold products. This
surveys done for each operating country and from Exiobase. category is not relevant for Sanoma since we do
Sanoma’s headcount. Emissions from working from ■ Other emissions: not sell intermediate products that would require
home have not been included in Sanoma’s GHG – Nelonen Media Live events emissions: Reported processing. the main products sold are books,
emissions calculations. Sanoma has estimated the separately due to the nature of the calculations. GHG newspapers, magazines and digital products.
share of these emissions to be very small (below emissions have been calculated for each event using – Category 13: Downstream leased assets. This
0.2% of Sanoma’s total emissions) and excluded a separate emission calculation model developed category is not relevant for Sanoma since we do not
them from the calculation as according to the GHG and assured by an external partner. have downstream leased assets.
protocol guidance they are optional. – Biogenic emissions: Sanoma calculates biogenic – Category 14: Franchises. This category is not
– Category 11: Use of sold products includes emissions for the activities under Scope 1 sources. relevant as Sanoma has no franchises.
emissions both from data network use and Potential sources of biogenic emissions for Sanoma
consumer device use during the use phase of digital are for example biofuels. The emission factor source
products (television media, websites, software is the UK Government Defra GHG Conversion Factors.
OUR BUSINESSES
IN BRIEF Employee metrics
GRI METRICS GENERAL DISCLOSURE
SUSTAINABILITY
GRI 2 General Disclosures 2021 2022 2023 Notes
Sustainability at Sanoma 2-7 Persons under employment contract, total 5,359 5,611 5,588
Average number of employees (FTE) 4,885 5,018 5,119
Inclusive learning
Permanent employees 4,797 5,053 5,056
Sustainable media Temporary employees 562 557 532
Valued people 2-30 Percentage of total employees covered by collective bargaining 68% 69% 70%
agreements, weighted average
Trustworthy data 2-7 Employees
Vital environment Employees Employees Temporary On-call employees
in total, in total, Permanent fixed-term Full-time Part-time (non-guaranteed
Responsible Sanoma amount percentages employees employees employees employees hours)
business practices Total 5,588 100% 5,056 532 4,516 746 326
■ Sustainability reporting Female 3,108 56% 2,747 361 2,387 503 218
and metrics Male 2,480 44% 2,309 171 2,129 243 108
Independent Assurance Finland 2,872 51% 2,481 391 2,272 279 321
Report Poland 688 12% 648 40 669 19 0
Spain 705 13% 699 6 668 32 5
GOVERNANCE The Netherlands 676 12% 599 77 381 295 0
Italy 169 3% 169 0 155 14 0
FINANCIALS
Belgium 191 3% 184 7 143 48 0
Sweden 92 2% 90 2 91 1 0
Germany 101 2% 93 8 50 51 0
Norway 71 1% 71 0 68 3 0
France 6 0% 5 1 5 1 0
United Kingdom 10 0% 10 0 10 0 0
Denmark 7 0% 7 0 4 3 0
Sanoma Media Finland 2,579 46% 2,195 384 1,992 266 321
Sanoma Learning 2,905 52% 2,761 144 2,424 476 5
Others (Sanoma Group) 104 2% 100 4 100 4 0
GOVERNANCE
FINANCIALS
FINANCIALS
FINANCIALS
GOVERNANCE 302-1 Total energy consumption within the organisation, MWh 49,003 43,310 38,535 -11% Reporting in MWh instead of GRI required joules.
No steam consumption.
FINANCIALS 302-2 Electricity 29,899 25,632 23,420 -9%
Heating and cooling 19,105 17,678 15,114 -15% Heating and cooling summarised.
Fuels (reserve power), non-renewable, litres 90,230 6,059 6,699 11% Reporting only total amount of fuels.
Share of fossil-free energy consumption, percentage 59% 57% 73% 27%
Share of fossil-free electricity consumption, percentage 97% 92% 93% 2%
Energy intensity, MWh electricity, heating and cooling/persons under 9.1 7.7 6,9 -11%
employment contract/year
Inclusive learning Resolutions concerning responsible journalism practices as defined in the Guidelines for
Journalists by The Council of Mass Media, number of resolutions
Sustainable media Liberating decisions 6 15 6
Valued people Condemnatory decisions 4 0 6
Trustworthy data
Vital environment Trustworthy data-related metrics
Responsible GRI METRICS SOCIAL DISCLOSURE AND SASB METRICS PRIVACY
business practices
Customer privacy and SASB SV-ED-230a.3: Number of Data Breaches (1) 2021 2022 2023 Notes
■ Sustainability reporting 418-1 a. Substantiated complaints concerning breaches of customer privacy and losses of
and metrics customer data
Independent Assurance i. complaints received from outside parties and substantiated by the organisation 0 0 0
Report ii. complaints from regulatory bodies 0 0 1
b. Total number of identified leaks, thefts, or losses of customer data
GOVERNANCE Annual number of data breaches, total 282 196 164
Data breaches classified by Sanoma as major 0 0 0
FINANCIALS
GDPR: Annual volume of consumer data access, deletion and portability request 67 80 164
Vital environment Statement of use Sanoma Corporation has reported in accordance with the GRI Standards for the period 1.1.–31.12.2023
GRI 1 used GRI 1: Foundation 2021
Responsible
business practices Applicable GRI No Sector Standards applicable for the media and learning industry.
Sector Standards Universal and topic-specific GRI Standards disclosed below
■ Sustainability reporting
General Disclosures 2021
and metrics
GRI 2: General 2-1 Organizational details a. Legal name: Sanoma Corporation
Independent Assurance Disclosures 2021 b. Nature of ownership and legal form: Publicly listed company
Report c. Location of headquarters: Töölönlahdenkatu 2, Helsinki, Finland
d. Countries of operation: Finland, the Netherlands, Poland, Italy,
Belgium, Sweden, Spain, Norway, Denmark, France, Germany and UK
GOVERNANCE
2-2 Entities included in the organization’s Annual Report 2023, Sustainability Report, Sustainability
sustainability reporting and ESG metrics, Reporting scope and practices
FINANCIALS
2-3 Reporting period, frequency a. Reporting period: 1 January–31 December 2023
and contact point b. Publication date of the report: 5 March 2024
c. Contact point: [email protected]
2-4 Restatements of information Annual Report 2023, Sustainability Report, Sustainability
reporting and metrics, Reporting scope and practices
2-5 External assurance Annual Report 2023, Sustainability Report,
Independent Assurance Report
2-6 Activities, value chain and a-d. Annual Report 2023, Sustainability Report,
other business relationships Sustainability at Sanoma, Inclusive Learning, Sustainable
Media, Responsible business practices
2-7 Employees a-e. Annual Report 2023, Sustainability Report, Sustainability 6 5, 8, 10
and ESG performance figures and Valued people
2-8 Workers who are not employees Annual Report 2023, Sustainability Report, Valued people Reporting only includes 6 5, 8, 11, 12
qualitative assessment.
2-9 Governance structure and composition Annual Report 2023, Sustainability Report, Sustainability
at Sanoma and Corporate Governance Statement
SUSTAINABILITY 2-12 Role of the highest governance body Annual Report 2023, Sustainability Report, Sustainability
in overseeing the management of impacts at Sanoma and Corporate Governance Statement
Sustainability at Sanoma 2-13 Delegation of responsibility Annual Report 2023, Sustainability Report, Sustainability
for managing impacts at Sanoma and Corporate Governance Statement
Inclusive learning 2-14 Role of the highest governance Annual Report 2023, Sustainability Report, Sustainability at Sanoma
body in sustainability reporting
Sustainable media
2-15 Conflicts of interest Annual Report 2023, Sustainability Report, Sustainability at Sanoma
Valued people
2-16 Communication of critical concerns Annual Report 2023, Sustainability Report,
Trustworthy data Responsible business practices
Vital environment 2-17 Collective knowledge of the Annual Report 2023, Corporate Governance Statement
highest governance body
Responsible 2-18 Evaluation of the performance Annual Report 2023, Remuneration Report
business practices of the highest governance body
■ Sustainability reporting 2-19 Remuneration policies Annual Report 2023, Remuneration Report
and metrics 2-20 Process to determine remuneration Annual Report 2023, Remuneration Report
Independent Assurance 2-21 Annual total compensation ratio Annual Report 2023, Remuneration Report
Report 2-22 Statement on sustainable Annual Report 2023, Sustainability Report, Sustainability at Sanoma
development strategy
GOVERNANCE 2-23 Policy commitments Annual Report 2023, Sustainability Report, Responsible
business practices and Sustainability policies and guidelines
FINANCIALS
2-24 Embedding policy commitments Annual Report 2023, Sustainability Report, Responsible
business practices and Sustainability policies and guidelines
2-25 Processes to remediate Annual Report 2023, Sustainability Report,
negative impacts Responsible business practices
2-26 Mechanisms for seeking Annual Report 2023, Sustainability Report,
advice and raising concerns Responsible business practices
2-27 Compliance with laws and regulations Annual Report 2023, Sustainability Report, Sustainability
at Sanoma and Consolidated Financial Statements, Note
5.5 Contingent liabilities, Disputes and litigations
2-28 Membership associations sanoma.com 17
2-29 Approach to stakeholder engagement Annual Report 2023, Sustainability Report, Sustainability at Sanoma 17
2-30 Collective bargaining agreements Annual Report 2023, Sustainability Report,
Sustainability and ESG performance figures
Material topics (topic specific content is reported regarding aspects identified as material)
OUR BUSINESSES GRI 3: Material 3-1 Process to determine material topics Annual Report 2023, Sustainability Report, Sustainability at Sanoma
topics 2021
IN BRIEF 3-2 List of material topics Annual Report 2023, Sustainability Report, Sustainability at Sanoma
and Key stakeholder groups, engagement and material topics
SUSTAINABILITY
Economic performance
Sustainability at Sanoma GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report,
Topics 2021 Responsible business practices
Inclusive learning
GRI 201: Economic 201-1 Direct economic value Annual Report 2023, Sustainability Report, Reporting i-ii. 8
Sustainable media Performance 2016 generated and distributed Sustainability and ESG performance figures
201-2 Financial implications and other risks Annual Report 2023, Sustainability Report, Task Force 13
Valued people and opportunities due to climate change on Climate-related Financial disclosure (TCFD)
Trustworthy data 201-3 Defined benefit plan obligations Annual Report 2023, Financial Statements
and other retirement plans and Remuneration Report
Vital environment
Anti-corruption
Responsible
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report,
business practices Topics 2021 Responsible business practices
■ Sustainability reporting GRI 205: Anti- 205-2 Communication and training about Annual Report 2023, Sustainability Report, 10 16
and metrics corruption 2016 anti-corruption policies and procedures Responsible business practices
FINANCIALS Energy
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Vital environment
Topics 2021
GRI 302: 302-1 Energy consumption Annual Report 2023, Sustainability Report, 7, 8 13
Energy 2016 within the organization Sustainability and ESG performance figures
302-3 Energy intensity Annual Report 2023, Sustainability Report, 7, 8 13
Sustainability and ESG performance figures
Emissions
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Vital environment
Topics 2021
GRI 305: 305-1 Direct (Scope 1) GHG emissions Annual Report 2023, Sustainability Report, Sustainability and 7, 8 13
Emissions 2016 ESG performance figures and Reporting scope and practices
305-2 Energy indirect Annual Report 2023, Sustainability Report, Sustainability and Information omitted on gases 7, 8 13
(Scope 2) GHG emissions ESG performance figures and Reporting scope and practices included in the calculation.
305-3 Other indirect (Scope 3) Annual Report 2023, Sustainability Report, Sustainability and Information omitted on gases 7, 8 13
GHG emissions ESG performance figures and Reporting scope and practices included in the calculation.
Sanoma's own Direct (Scope 1) and indirect Annual Report 2023, Sustainability Report, 7, 8 13
Sustainability at Sanoma indicators (Scope 2) GHG emissions Sustainability and ESG performance figures
Inclusive learning Change in direct (Scope 1) and Annual Report 2023, Sustainability Report, 8, 9 13
indirect (Scope 2) GHG emissions Sustainability and ESG performance figures
Sustainable media
Other indirect (Scope 3) GHG emissions Annual Report 2023, Sustainability Report, Reporting includes emissions 7, 8 13
Valued people relevant to the SBTi targets Sustainability and ESG performance figures from purchased goods and
services, fuel and energy-
Trustworthy data related activities, and upstream
transportation and distribution.
Vital environment Change in other indirect (Scope 3) GHG Annual Report 2023, Sustainability Report, Reporting includes emissions 8, 9 13
emissions relevant to the SBTi targets Sustainability and ESG performance figures from purchased goods and
Responsible services, fuel and energy-
business practices related activities, and upstream
transportation and distribution.
■ Sustainability reporting
Waste
and metrics
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Vital environment
Independent Assurance Topics 2021
Report GRI 306: Waste 2020 306-1 Waste generation and Annual Report 2023, Sustainability Report, Sustainability 8 12
significant waste-related impacts and ESG performance figures and Vital environment
GOVERNANCE 306-2 Management of significant Annual Report 2023, Sustainability Report, Vital environment 8 12
waste-related impacts
FINANCIALS
306-3 Waste generated Annual Report 2023, Sustainability Report, Sustainability 8 12
and ESG performance figures and Vital environment
306-4 Waste diverted from disposal Annual Report 2023, Sustainability Report, 8 12
Sustainability and ESG performance figures
306-5 Waste directed to disposal Annual Report 2023, Sustainability Report, 8 12
Sustainability and ESG performance figures
Supplier Environmental Assessment
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Vital environment
Topics 2021
GRI 308: Supplier 308-1 Suppliers screened using Annual Report 2023, Sustainability Report, KPI tracked via centralised 8 12, 13
Environmental environmental criteria Responsible business practices contract Lifecycle Management
Assessment 2016 system by evaluating new
suppliers above EUR 100,000
spend.
Employment
OUR BUSINESSES GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
Topics 2021
IN BRIEF
GRI 401: 401-1 New employee hires Annual Report 2023, Sustainability Report, a-b. Reporting includes 6 5, 8
Employment 2016 and employee turnover Sustainability and ESG performance figures breakdown by age group and
SUSTAINABILITY gender. Information by region
omitted.
Sustainability at Sanoma 401-2 Benefits provided to full-time Annual Report 2023, Sustainability Report, Valued people Reporting covers largest
employees that are not provided to companies.
Inclusive learning temporary or part-time employees
Sustainable media Labour/Management Relations
Valued people GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
Topics 2021
Trustworthy data
GRI 402: Labour/ 402-1 Minimum notice periods Annual Report 2023, Sustainability Report, Valued people Reporting covers
Management regarding operational changes largest companies.
Vital environment
Relations 2016
Responsible Occupational Health and Safety
business practices
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
■ Sustainability reporting Topics 2021
and metrics GRI 403: 403-1 Occupational health and Annual Report 2023, Sustainability Report, Valued people 8
Occupational safety management system
Independent Assurance Health and
Report Safety 2018 403-2 Hazard identification, risk Annual Report 2023, Sustainability Report, Valued people 8
assessment, and incident investigation
GOVERNANCE 403-3 Occupational health services Annual Report 2023, Sustainability Report, Valued people 8
403-4 Worker participation, Annual Report 2023, Sustainability Report, Valued people 8
FINANCIALS consultation, and communication on
occupational health and safety
403-5 Worker training on Annual Report 2023, Sustainability Report, Valued people 8
occupational health and safety
403-6 Promotion of worker health Annual Report 2023, Sustainability Report, Valued people 8
403-7 Prevention and mitigation of Annual Report 2023, Sustainability Report, Valued people 8
occupational health and safety impacts
directly linked by business relationships
403-8 Workers covered by an occupational Annual Report 2023, Sustainability Report, Valued people Management system 8
health and safety management system not audited.
403-9 Work related injuries Annual Report 2023, Sustainability Report, Reporting scope Sanoma- 8
Sustainability and ESG performance figures owned printing houses. Sick
absence not in assurance
scope and reported as total
amount of sick absence days
for all Sanoma operations.
OUR BUSINESSES GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
Topics 2021
IN BRIEF
GRI 404: Training 404-2 Programs for upgrading employee Annual Report 2023, Sustainability Report, Valued people
and Education 2016 skills and transition assistance programs
SUSTAINABILITY
404-3 Percentage of employees Annual Report 2023, Sustainability Report, Sustainability Reporting covers Learning. 8
Sustainability at Sanoma receiving regular performance and and ESG performance figures and Valued people
career development reviews
Inclusive learning Diversity and Equal Opportunity
Sustainable media GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Valued people
Topics 2021
Valued people
GRI 405: Diversity 405-1 Diversity of governance Annual Report 2023, Sustainability Report, 6 5, 10
Trustworthy data and Equal bodies and employees Sustainability and ESG performance figures
Opportunity 2016
Vital environment
Non-discrimination
Responsible
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report,
business practices Topics 2021 Responsible business practices
■ Sustainability reporting GRI 406: 406-1 Incidents of discrimination Annual Report 2023, Sustainability Report, Responsible Topic-specific compliance 8
Non-discrimination and corrective actions taken business practices, Sustainability and ESG performance is described under each
and metrics
2016 figures and Consolidated Financial Statements, Note Sustainability Strategy section.
Independent Assurance 5.5 Contingent liabilities, Disputes and litigations
Report Marketing and Labeling
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Sustainable media
GOVERNANCE Topics 2021
FINANCIALS GRI 417: Marketing 417-3 Incidents of non-compliance Annual Report 2023, Sustainability Report, Sustainability Reported as number 12
and Labeling 2016 concerning marketing communications and ESG performance figures and Sustainable media of non-compliance
cases according to the
Advertising and Marketing
Communications Code.
Customer Privacy
GRI 3: Material 3-3 Management of material topics Annual Report 2023, Sustainability Report, Trustworthy data
Topics 2021
GRI 418: Customer 418-1 Substantiated complaints Annual Report 2023, Sustainability Report, Sustainability 12
Privacy 2016 concerning breaches of customer and ESG performance figures and Trustworthy data
privacy and losses of customer data
Trustworthy data Description of policies and procedures to Discussion N/A Annual Report 2023, Sustainability report, Sustainable media. As a
ensuring pluralism in news media content and Analysis member of the Council for Mass Media and the Union of Journalists
Vital environment in Finland, Sanoma Media Finland newspapers are committed to
policies and procedures of the Council for Mass Media and the Union of
Responsible Journalists, ensuring pluralism in news media content.
business practices Journalistic Integrity & Sponsorship Identification
■ Sustainability reporting SV-ME- Total amount of monetary losses as a result of Quantitative EUR Annual Report 2023, Consolidated Financial Statements, Note 5.5
270a.1-3 legal proceedings associated with libel or slander Contingent liabilities, Disputes and litigations. Sanoma Group did not
and metrics face any legal proceedings associated with libel or slander.
Independent Assurance Revenue from embedded advertising Quantitative EUR EUR 219 (2022: 236) million of Sanoma Media Finland revenue Embedded advertising revenue
came from print advertising and non-print advertising. Both include not separately available.
Report
embedded advertising.
Description of approach for ensuring journalistic Discussion N/A Annual Report 2023, Sustainability report, Sustainable media and
GOVERNANCE integrity of news programming related to: (1) and Analysis Trustworthy data
truthfulness, accuracy, objectivity, fairness, and
FINANCIALS accountability, (2) independence of content
and/or transparency of potential bias, and (3)
protection of privacy and limitation of harm
Intellectual Property Protection & Media Piracy
SV-ME- Description of approach to ensuring Discussion N/A Annual Report 2023, Sustainability report, Trustworthy data and
520a.1 intellectual property (IP) protection and Analysis Sanoma’s IP policy at sanoma.com (available only in Finnish due to the
Finnish target group)
Activity metrics
SV-ME- (1) Total recipients of media and the number of Quantitative Number 1) Annual Report 2023, Sustainability report, Sustainable media. (3) Subscribers to cable
000.A (2) households reached by broadcast TV, (3) Kantar Mind Kuluttaja Survey is carried out by the Kantar. The annual networks data not publicly
subscribers to cable networks, and (4) circulation number of respondents is 15 000, with a target group aged 15-74, available.
for magazines and newspapers excluding Åland.
2) All TV and radio reach in Finland is reported publicly by Finnpanel.
Reporting includes annual channel share and weekly reach for Finns
above three years old.
4) All magazines and newspapers circulation reported publicly by
Media Audit Finland. Reporting covers Sanoma’s channels.
SV-ME- Total number of media productions and Quantitative Number Annual Report 2023, Sustainability report, Sustainable media Quantitative figure of total media
000.B publications produced productions and publications not
reported.
Responsible Percentage of campaigns reviewed for adherence Quantitative Percentage (%) Programmatic advertising reviews are conducted by automated Percentage by revenue data
with the Advertising Self-Regulatory Council by revenue system checks and by also regular manual checks. not available.
business practices (ASRC) procedures, percentage of those in
■ Sustainability reporting compliance
and metrics Percentage of campaigns that promote alcohol Quantitative Percentage (%) Advertising of tobacco is illegal in Finland. Commercials with alcohol Percentage by revenue data
or tobacco products by revenue are only broadcast after 10 p.m., following the law. not available
Independent Assurance
Workforce Diversity & Inclusion
Report
SV-AD- Percentage of gender and racial/ethnic group Quantitative Percentage (%) Annual Report 2023, Sustainability report, Sustainability and ESG Sanoma does not collect
330a.1 representation for (1) management, (2) performance figures information on employees’
GOVERNANCE professionals, and (3) all other employees racial/ethnic origin.
FINANCIALS Activity
metrics
SV-AD- Median reach of advertisements and marketing Quantitative Number All TV and radio reach in Finland is reported publicly by Finnpanel. Median reach of
000.A campaigns Digital reach is followed by the Finnish Internet Audience advertisements and marketing
Measurement (FIAM) (in Finnish). Media Audit Finland follows the campaigns data not available.
reach of magazines and newspapers in Finland (in Finnish). Reporting
covers Sanoma’s channels.
SV-AD- Number of exposures to advertisements or Quantitative Number All TV and radio reach in Finland is reported publicly by Finnpanel. Number of exposures to
000.B marketing campaigns Digital reach is followed by the Finnish Internet Audience advertisements or marketing
Measurement (FIAM) (in Finnish). Media Audit Finland follows the campaigns data not available.
reach of magazines and newspapers in Finland (in Finnish). Reporting
covers Sanoma’s channels.
SV-AD- Median frequency of exposures Quantitative Number All TV and radio reach in Finland is reported publicly by Finnpanel. Median frequency of exposures
000.C Digital reach is followed by the Finnish Internet Audience data not available.
Measurement (FIAM) (in Finnish). Media Audit Finland follows the
reach of magazines and newspapers in Finland (in Finnish). Reporting
covers Sanoma’s channels.
SV-AD- Number of employees Quantitative Number Annual Report 2023, Sustainability report, Sustainability and ESG
000.D performance figures
Education
Data Security
SV-ED- Description of approach to identifying and Discussion & N/A Annual Report 2023, Sustainability report, Trustworthy data and
230a.1-3 addressing data security risks Analysis Report of the Board of Directors, Risk and risk management. Sanoma
OUR BUSINESSES has invested in datasecurity-related technologies and runs a Group-
wide Privacy Programme that monitors development and enforcement
IN BRIEF of privacy regulations, has oversight of the implementation of the
Sanoma Privacy Policy, and ensures that employees know how to apply
SUSTAINABILITY data security and privacy practices in their daily work.
Sustainability at Sanoma Description of policies and practices relating Discussion & N/A Annual Report 2023, Sustainability report, Trustworthy data. Sanoma
to collection, usage, and retention of student Analysis operates as a processor of student data and follows the instruction of
Inclusive learning information controllers (schools and education provider).
(1) Number of data breaches, (2) percentage Quantitative Number, (1) Annual Report 2023, Sustainability report, Trustworthy data. (2) Percentage involving PII not
Sustainable media involving personally identifiable information (PII), Percentage (%) Sanoma operates as a processor of student data and follows the available.
(3) number of students affected instruction of controllers (schools and education provider). We follow (3) Number of students
Valued people and report personal data breaches annually. affected data security
information not available.
Trustworthy data
Quality of Education & Gainful Employment
Vital environment SV-ED- Graduation rate Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
260a.1-5
Responsible
On-time completion rate Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
business practices
Job placement rate Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
■ Sustainability reporting
and metrics (1) Debt-to-annual earnings rate and Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
(2) debt to-discretionary income rate
Independent Assurance Program cohort default rate Quantitative Percentage (%) Not relevant. Sanoma does not operate as an education organiser.
Report
Marketing & Recruiting Practices
SV-ED- Description of policies to assure disclosure of key Discussion & N/A Not relevant. Sanoma does not operate as an education organiser.
GOVERNANCE 270a.1-4 performance statistics to prospective students in Analysis
advance of collecting any fees and discussion of
FINANCIALS outcomes
Total amount of monetary losses as a result of Quantitative EUR Annual Report 2023, Consolidated Financial Statements, Note 5.5
legal proceedings associated with advertising, Contingent liabilities, Disputes and litigations. Sanoma Group did not
marketing, and mandatory disclosures face any legal proceedings associated.
(1) Instruction and student services expenses and Quantitative EUR Not relevant for the company, Sanoma does not operate as an
(2) marketing and recruiting expenses education organiser.
Revenue from: (1) Title IV funding, (2) GI Bill Quantitative EUR Not relevant for the company, Sanoma does not operate as an
funding, and (3) private student loans education organiser.
Activity metrics
SV-ED- Number of students enrolled Quantitative Number Annual Report 2023, Sustainability report, Inclusive learning. Figure
000.A disclosed (25 million) does not represent students enrolled, as Sanoma
does not operate as an education organizer. The number represents
the number of students that use Sanoma Learning products.
SV-ED- Number of applications received for enrollment Quantitative Number Not relevant. Sanoma does not operate as an education organiser.
000.B
SV-ED- Average registered credits per student, Quantitative Number, Not relevant. Sanoma does not operate as an education organiser.
000.C percentage online Percentage (%)
SV-ED- Number of: (1) teaching staff and (2) all other Quantitative Number Not relevant. Sanoma does not operate as an education organiser.
000.D staff
Governance ■ Describe the Board’s oversight ■ The Board of Directors approves all major strategic sustainability guidelines, including climate-related issues. Board reviews and monitors Group’s
Sustainability at Sanoma of climate-related risks and sustainability development and performance. Sustainability is reviewed bi-annually, for example, when approving annual short-term management
opportunities. incentives for the Executive management (sustainability-related metrics included), when reviewing and approving the Group’s Financial Statements and
Inclusive learning the Report of the Board of Directors including the non-financial information (incl. environmental and climate-related issues), and when approving annual
sustainability targets as a part of Sustainability Strategy.
Sustainable media ■ To support the Board, the Audit Committee (AC) is responsible for reviewing sustainability progress and ensuring regular monitoring of the Sustainability
Valued people Strategy, including climate targets, at least twice a year. According to Sanoma’s Risk Policy, AC is responsible for reviewing enterprise risks twice a year in
a risk map provided by the management. In addition, AC evaluates sustainability and climate-related risks as part of the annual risk assessment process.
Trustworthy data In 2023, AC had a specific focus on sustainability in two of its meetings in addition to regular agenda items. The AC approved Sanoma’s Science Based
Targets and reviewed preparations towards the Corporate Sustainability Reporting Directive.
Vital environment
■ Describe management’s role ■ The President and CEO is responsible for overseeing sustainability and climate-related issues, supported by the Executive Management Team (EMT).
Responsible in assessing and managing The President and CEO is responsible for the strategic approach to climate-related issues and sustainability, managing sustainability development and
climate-related risks and monitoring how sustainability is reflected in the business units. Together with the business units and Group functions (for example the Procurement and
business practices opportunities. Sustainability team), the President and CEO and the EMT develop annual strategic guidelines and targets for Sanoma’s Sustainability Strategy as well
■ Sustainability reporting as approve major sustainability projects. The EMT proposes the strategic guidelines to the Board for approval and reports on sustainability progress to
AC. In 2023, the EMT continued following Sanoma’s GHG emissions reduction roadmap in line with the Science Based Targets.
and metrics ■ As a member of the Executive Management Team, the CFO supports the President and CEO in the Group’s management duties and prepares matters to
Independent Assurance be discussed at EMT meetings. The matters include long-term targets of the Group and its business strategy, organisational and management issues,
development projects, internal control and risk management systems, including climate-related issues as part of risk management systems. Climate-
Report related issues are managed by the Investor Relations and Sustainability Team, and Procurement Team, both reporting to the CFO. Climate-related
topics are part of the Group's Sustainability Strategy, of which the CFO is responsible for as a member of the EMT, together with the President and CEO.
GOVERNANCE In 2023, the CFO approved Sanoma’s climate and biodiversity risk and opportunity assessment, which was updated as part of the CDP Climate and
Forest disclosure. In 2023, the CFO and the EMT, together with the Treasury and the Sustainability Teams, prepared sustainability-linked KPIs to our
EUR 300 million Syndicated Revolving Credit Facility. The addition of the KPIs was signed in February 2023 and links part of the pricing of the loan to
FINANCIALS reducing greenhouse gas (GHG) emissions in line with the updated Science Based Targets.
■ The Chief Sustainability Officer (CSO) together with the Sustainability Managers and the Sustainability Team leads the planning and implementation of
Sanoma’s Sustainability Strategy and reports to the CFO. In 2022, the CSO and Sustainability Manager led a project to update Sanoma's climate targets
to ensure they are aligned with the 1.5 degree future based on the Paris Agreement and follow the Science Based Target initiative (SBTi) guidelines.
These targets were approved in December 2022 by the EMT, reviewed by the AC and sent for validation. The CSO also supports the Group's overall risk
management process by monitoring emerging risks, including those related to climate change. In cooperation with the business units, procurement
and other internal and external stakeholders (for example the CPO, the Chief Risk Officer CRO and the process operations manager for printing
facilities), the CSO controls sustainability and climate-related risks.
■ The Chief Procurement Officer (CPO) is responsible for implementing Sanoma’s Sustainability Strategy throughout the supply chain. 94% of Sanoma’s
emissions result from the value chain and supplier engagement and selection plays a key role in reaching the climate targets. The CPO assesses and
manages climate-related risks and opportunities together with the Procurement Management Team, the CSO and the Sustainability Team. Together,
they collect emission data annually from the suppliers for Scope 3 emission calculations and engage with suppliers to communicate Sanoma's climate
targets and ensure cooperation to meet targets. In 2023, climate-related issues have been a regular agenda item in the Procurement Management
Team meetings. In addition, Procurement and Sustainability Managers have cooperated on a monthly basis to update Sanoma's SBTi climate targets,
to engage with suppliers and reduce emissions.
■ Sanoma’s Sustainability Working Group, consisting of selected representatives across the Group and convening quarterly, follows the implementation
of the Sustainability Strategy, coordinates sustainability development and actions, and evaluates risks and opportunities regarding sustainability.
Stategy ■ Describe climate-related ■ Our commitment to transparency means we annually participate and report on our climate-related risks and opportunities in our CDP disclosure. We
risks and opportunities the publish our submission for the CDP Climate and Forest investor questionnaires each year. See Sanoma’s 2023 response sanoma.com.
organisation has identified over ■ Due to the nature of Sanoma’s business, no material climate risks are expected to arise in the short term. At the same time, Sanoma identifies low or
short, medium, and long term. medium impact long-term risks related to carbon pricing mechanisms, brand and changing customer behaviour as well as increased severity and
■ Describe impacts of climate- frequency of extreme weather events such as cyclones and floods.
OUR BUSINESSES related risks and opportunities ■ To mitigate climate risks, Sanoma has in its Sustainability Strategy set concrete targets and action plans to minimise its environmental impacts related
on the organisation’s to energy and paper use and emissions. Sanoma’s processes support compliance with relevant environmental legislative, regulatory and operating
IN BRIEF businesses, strategy, and standards.
financial planning.
SUSTAINABILITY
■ Describe resilience of ■ Protecting the climate and environment is one of the six key themes of the Sustainability Strategy. In 2023, Sanoma’s climate targets were validated by
organisation’s strategy, taking the Science Based Targets initiative (SBTi), confirming Sanoma’s emission reduction targets are aligned with the SBTi 1.5-degree criteria to limit global
Sustainability at Sanoma into consideration different warming in line with the Paris Agreement. Learn more about our targets under Vital environment.
climate-related scenarios,
Inclusive learning including 2°C or lower scenario.
Sustainable media Risk ■ Describe the organisation’s ■ Sanoma’s Risk Management Policy defines the Group-wide risk management principles, objectives, roles, responsibilities and procedures covering
Management processes for identifying, also sustainability and climate-related risks. Sanoma’s formal risk management process applies to our climate-related risk assessment and includes
Valued people assessing and managing several phases further described in the Report of the Board of Directors. Sanoma has set strategic and operational targets for climate action in its
climate-related risks. Sustainability Strategy. In addition, we report on climate-related issues, GHG emissions and emission intensities according to Greenhouse Gas (GHG)
Trustworthy data protocol for Scopes (1, 2 and 3) in our Sustainability Report 2023.
Vital environment ■ Describe the company’s ■ Sanoma’s Enterprise Risk Management Policy defines Group-wide risk management principles, objectives, roles, responsibilities and procedures,
Responsible processes for managing including climate-related risks. Risk management is integrated in Sanoma’s management, strategic planning and internal control system, and covers
climate-related risks. all risk categories at the Group, strategic business unit (SBU) and entity levels and for short-, medium- and long term. Risk assessment results are
business practices reported to the Audit Committee and further to the Board of Directors. Sanoma’s formal risk management process includes the following phases and
■ Describe how processes for
identifying, assessing, and has been applied also to our climate-related risks (see examples in each step):
■ Sustainability reporting
managing climate-related 1. Setting strategic, operational, reporting and compliance objectives on the Group, SBU and business levels – During 2023 the Science Based
and metrics risks are integrated into the Target initiative (SBTi) validated Sanoma’s climate targets. In addition, we continued to report according to the Task-Force on Climate Related
organisation’s overall risk Disclosure Framework and reported our GHG emissions according to the GHG protocol in all Scopes (1, 2 and 3). Sanoma’s strategic targets are set
Independent Assurance management. for long-term 2030.
Report
2. Identification and assessment of risks affecting the achievement of objectives by using a risk framework including analysing whether the risk is
substantial – During 2022, as a part of the our project to set Science Based Targets for Sanoma, we analysed risks related to meeting our climate
GOVERNANCE targets and the impacts of climate change on Sanoma as a company. As Sanoma’s target was set for 2030, risks were analysed on short-term (1
year time horizon), medium-term (1-3 year time horizon) and long-term (3-7 year time horizon). In 2023, this analysis was updated as a part of the
CPD Climate reporting.
FINANCIALS
3. Defining risk management activities for key risks – In our risk assessment, we have analysed that due to the nature of Sanoma's low-carbon business,
no substantial financial impact related to climate are foreseen. At the same time, based on our overall view of the market, several low to medium impact
risks were identified especially on medium- and long term, although also short-term risks were analysed. Transition risks such as reputational risks
were identified due to the 360 degree stakeholder pressure towards all companies to act to reduce climate impacts. Also regulation risks were identified
and related to for example Sustainable Finance Regulation, EU Taxonomy, Corporate Sustainability Reporting Directive and Green Claims Directive.
Regulation and reputation risks are evaluated by our Sustainability Team together with Procurement and Risk Management Teams and as part of
Sanoma’s risk review. Risks are mitigated through operational policies, but also through the Sustainability Strategy and ambitious climate targets. Also
minor physical risks were identified, such as the hazard risk of flooding due to temperature and sea levels rising due to climate change. Hazard risks are
evaluated as a part of Sanoma’s annual risk review and mitigated through operational policies, accurate process management, contingency planning
and insurance.
4. Implementation of risk management activities (e.g. asset allocation, control activities, insuring, hedging or divestitures) – As a result of our short-,
medium- and long-term climate-related risk assessment, the Sustainability Team is managing climate-related risks together with the Procurement
Team and business units.
5. Monitoring the performance and efficiency of the risk management – To monitor our actions on climate-related issues, the Sustainability Team
reports to the EMT and AC regularly. We also evaluate the efficiency of the risk management together with Procurement and Risk Management Teams.
6. Continuous improvement of risk management processes, performance and capabilities − During 2023, we continued building our systematic
approach in monitoring the performance and efficiency of the risk management of climate-related issues. In our SBTi project and CDP Climate
disclosure we also improved our climate-related risk management by analysing our ability to meet a 1.5 degree aligned future. We use the Task-
Force on Climate Related Disclosure Framework to support us in this work and will continue to report the results of our assessments in the annual
Sustainability Report.
7. Reporting of the updated risk assessment results with related ongoing or planned mitigation actions to the Audit Committee and further to the Board
of Directors − The reporting includes identification and assessment of key risks and summary of risk management activities for each SBU, business, and
selected subsidiaries. Climate-related issues were reported to the Audit Committee (acting as Sanoma’s Sustainability Committee) two times in 2023
as part of sustainability updates.
■ In addition to Sanoma’s formal risk management process, Sanoma’s Sustainability Team monitors climate-related risks on a regular basis in
OUR BUSINESSES cooperation with other Group Functions, such as Procurement, Compliance, Legal, Privacy and Technology and together with the businesses.
IN BRIEF ■ Our sustainability-related risks are also described in the Report of the Board of Directors. In addition, we publish our CDP Climate reporting each year.
SUSTAINABILITY Metrics and ■ Disclose the metrics used by the ■ Sanoma calculates its emissions according to the GHG protocol for Scopes 1, 2 and 3 and uses this information to assess climate-related risks as
Targets organisation to assess climate- well as to reduce GHG emissions. In both own operations and the value chain, increasing stakeholder interest and regulation creates both risks
related risks and opportunities and opportunities. 94% of Sanoma’s emissions result from the supply chain (Scope 3) and active supplier cooperation is key in reducing emissions.
Sustainability at Sanoma in line with its strategy and risk These risks mainly relate to carbon pricing mechanisms and our ability to control the use of energy and emissions of third-party suppliers. In its own
management process. operations, Sanoma continues to invests in energy and material efficiency as well as use of carbon neutral energy. Sanoma uses purchased electricity
Inclusive learning in its printing and office facilities, as well as for digital services and technological solutions, and it may not be able to directly impact the mix of energy
■ Disclose Scope 1, Scope 2, sources used.
Sustainable media and Scope 3 greenhouse gas ■ A full disclosure of Sanoma’s Scope 1, 2 and 3 emissions can be found in Sustainability and ESG performance figures.
emissions, and related risks.
Valued people
■ Describe targets used by ■ Vital environment is one of the six key themes of Sanoma’s Sustainability Strategy. The Science Based Targets initiative (SBTi) has approved Sanoma’s
Trustworthy data organisation to manage near-term science-based emission reduction targets for own operations (Scope 1 and 2) and value chain (Scope 3). This validation confirms that
Vital environment climate-related risks and Sanoma’s climate strategy and business model are compatible with the transition to a sustainable economy and limiting of global warming to 1.5°C
opportunities and performance in line with the Paris Agreement.
Responsible against targets. ■ Our target is to reduce Scope 1 and 2 in our own operations’ GHG emissions by 42% by 2030 from a 2021 base year. In 2021, Sanoma had already
business practices reduced its own operations’ (Scope 1 and 2) emissions to half from 2020.
■ Our target is to reduce absolute Scope 3 GHG emissions from purchased goods and services, fuel and energy related activities and upstream
■ Sustainability reporting transportation and distribution by 38% by 2030 from a 2021 base year.
and metrics ■ Learn more about our targets in the Vital environment.
Independent Assurance
Report
GOVERNANCE
FINANCIALS
Inclusive learning ■ We co-create high-quality and motivating ■ High-quality learning content and ■ National level curriculum guidelines
Sustainability at Sanoma We develop inclusive learning solutions learning materials with teachers, fitting information ■ Sanoma Learning editorial guidelines
Inclusive learning that help all students to achieve their the local curriculum ■ Reliable digital learning platforms
potential ■ Operating companies local editorial
■ We develop inclusive learning solutions ■ Diverse learning content guidelines
Sustainable media that support diversity, accessibility and
■ The role of literacy in society ■ Sanoma Code of Conduct
differentiation
Valued people ■ We promote equal access to education ■ Respecting children's rights ■ Sanoma Supplier Code of Conduct
Trustworthy data
Sustainable media ■ We promote open democracy and ■ Independent journalism ■ Sanoma Code of Conduct
Vital environment We provide trusted Finnish freedom of speech through our ■ Freedom of expression ■ Professional practices as defined in
journalism and inspiring entertainment, independent media the Guidelines for journalists set by The
now and in the future ■ Diverse high-quality media content
Responsible ■ We increase awareness, empathy and Council for Mass Media
business practices tolerance with our journalism
■ Sustainability reporting ■ We empower shared experiences with ■ Media literacy and literacy in society ■ IPR Policy and procedures
and metrics entertainment and support the local ■ Respecting children's rights ■ Sanoma Fair Competition Policy
audio-visual community
Independent Assurance ■ Guidance for age-limits and protecting
Report vulnerable audiences as defined by the
National Audiovisual Institute (KAVI)
GOVERNANCE ■ We enable companies to thrive through ■ Responsible entertainment ■ Sanoma Code of Conduct
marketing in our curated media ■ Responsible marketing and ■ International Chamber of Commerce
FINANCIALS advertising practices Advertising and Marketing
Communications Code
■ Data & Marketing Association of
Finland's Self-regulatory Code for
Marketing
■ IAB Europe EU Framework for Online
Behavioural Advertising
Valued people ■ We create an equal and inclusive ■ Diversity, equal opportunities and pay ■ Diversity and Inclusion Policy
We promote equality and provide an workplace together ■ Remuneration Policy
inspiring workplace with excellent
opportunities to develop ■ Sanoma Code of Conduct
OUR BUSINESSES ■ Sanoma Supplier Code of Conduct
IN BRIEF
■ Our people create our knowledge capital ■ Wellbeing, training and safety ■ Human resources, equality and
SUSTAINABILITY and together we promote wellbeing, non-discrimination plans of operating
training and safety companies
■ Occupational health and safety
Sustainability at Sanoma
management system of Sanoma
Inclusive learning
■ We are a great workplace and support ■ Great place to work ■ Sanoma Code of Conduct
Sustainable media an inspiring and sustainable company
culture
Valued people
Trustworthy data ■ Data supports quality learning and helps ■ Safe and transparent use of data ■ Sanoma Code of Conduct
Trustworthy data
We use the data you trust us with to sustain independent media ■ Sanoma Supplier Code of Conduct
Vital environment make learning and media better ■ Our privacy programme safeguards ■ Privacy and Data Protection Policy
data while enabling its transparent and
Responsible compliant use ■ Information Security Policy
business practices ■ IPR Policy
■ Sustainability reporting ■ We use artificial intelligence responsibly ■ Ethical use of AI ■ Ethical Artificial Intelligence (AI)
and metrics and transparently Principles
Independent Assurance Vital environment ■ We reduce emissions following our ■ Environmental impact of printing ■ Sanoma Code of Conduct
Report We will be carbon neutral by 2030 and Science Based Targets ■ Environmental impact of digital media ■ Sanoma Supplier Code of Conduct
build awareness of sustainability issues ■ We strive to minimise our environmental and learning products ■ Procurement Policy
GOVERNANCE impacts across the supply chain
■ Paper Procurement Guidelines
■ By the end of 2030, we will be carbon ■ Energy and emissions
■ Paper Procurement Standard
FINANCIALS neutral
■ We increase our fact-based climate and ■ Environmental guidelines and ISO
environmental awareness 14001 Standard for Sanomala and
Sanoma Manu printing house
■ Facility-specific certifications
■ Travel Policy
Responsible business practices ■ We maintain rigorous ethical standards ■ Ethical business conduct Corporate Governance Framework:
We are committed to responsible and responsible business practices ■ Insider Policy
business practices ■ Our good financial performance ■ Disclosure Policy
OUR BUSINESSES and position support sustainable
development ■ Treasury Policy
IN BRIEF ■ We constantly develop responsibility in ■ M&A Policy
our supply chain ■ IPR Policy
SUSTAINABILITY ■ Enterprise Risk Management Policy
■ Internal Control Policy
Sustainability at Sanoma ■ Internal Audit Policy
Inclusive learning ■ Sanoma Group Tax Policy
■ Subsidiary Governance Framework
Sustainable media (appendix to the Corporate Governance
Framework)
Valued people
Sanoma Code of Conduct
Trustworthy data ■ Fair Competition Policy
■ Related Party Policy
Vital environment ■ Donations and Sponsorships Policy
Responsible ■ Privacy and Data Protection Policy
business practices ■ Information Security Policy
■ Diversity and Inclusion Policy
■ Sustainability reporting
■ Procurement Policy
and metrics
■ Business Travel Policy
Independent Assurance ■ Business Travel Policy for Externals
Report ■ Anti-Bribery & Corruption Policy
Employees and ■ Performance management and people development ■ Mental and physical health, wellbeing and safety
non-employees ■ Employee engagement through several measures, e.g. employee feedback through ■ Diversity, inclusion and equal opportunities
(freelancers mainly) quarterly Pulse and annual Employee Engagement surveys, team and individual ■ Competence development, Business ethics, speak up culture and human rights, e.g.
discussions, town hall meetings Code of Conduct
■ Systematic support for health, safety and wellbeing ■ Sustainability Strategy and ESG performance (environmental and climate-related
■ Several internal events and personnel info sessions in different compositions topics, social and economic responsibility in general)
■ Active communication, dialogue and cooperation with internal stakeholders,
including employees, line managers, employee representatives
Investors ■ Regular engagement through regulatory financial communications (financial ■ Development of ESG ratings and reporting
reporting, stock exchange releases) ■ Positive impact of the businesses on society
■ Conference calls, roadshows, individual and group meetings, investor events ■ Climate strategy
■ Capital Markets Days, Annual General Meetings, Sustainability Days and Deep Dive ■ Sustainability Strategy (environmental and climate-related topics, social and economic
OUR BUSINESSES sessions responsibility in general)
IN BRIEF ■ Analyst and investor perception studies
SUSTAINABILITY Supply chain partners ■ Collaborating closely with suppliers to ensure a high level of safety, efficiency and ■ Business ethics and human rights following the Supplier Code of Conduct requirements
quality ■ Climate change and energy strategy and implementation
■ Sustainability and human rights criteria of the Supplier Code of Conduct ■ Sourcing of materials
Sustainability at Sanoma
■ Evaluating counterparty's security and reputation risks alongside sustainability ■ Supply reliability and timely distribution
Inclusive learning assessments
■ Sustainability Strategy and ESG performance (environmental and climate-related
■ Collecting climate-related and materials data annually topics, social and economic responsibility in general)
Sustainable media ■ Conducting external and internal audits. Helping partners to perform corrective
Valued people actions in cases of non-compliance
Trustworthy data Governmental ■ Sharing views on policies, laws and regulations with officials and legislators through ■ Policy and legislation topics related to the learning business (curriculums, high-quality
organisations: public consultations, meetings, as well as part of a larger stakeholder dialogue with learning content, reliable digital learning platforms, diverse learning content)
Vital environment policymakers and policymakers ■ Policy and legislation topics related to the media business (independent journalism,
legislators ■ Replying to public consultations and providing insights and analysis to government freedom of expression, diverse media content, media literacy and literacy in society,
Responsible officials and politicians responsible entertainment, marketing and advertising practices)
business practices ■ Participating in the work of industry associations ■ Business ethics and Human Rights
■ Sustainability reporting ■ Sustainability Strategy and ESG performance (environmental and climate-related
and metrics topics, social and economic responsibility in general)
Independent Assurance Non-governmental ■ Dialogue with stakeholders, such as NGOs, related to the role of media and learning in ■ Topics related to the learning business (high-quality learning content, reliable digital
Report organisations and society as well as the role of literacy and media literacy learning platforms, literacy in society, diverse learning content)
industry associations ■ Cooperating to develop media and learning industry practices ■ Topics related to the media business (independent journalism, freedom of
expression, diverse media content, media literacy and literacy in society, responsible
GOVERNANCE entertainment, marketing and advertising practices)
■ Customer data and privacy, cyber security, targeting, customer rights e.g. GDPR, ethical
FINANCIALS use of artificial intelligence
Local communities, ■ Engaging and meeting with authorities and local city representatives, especially ■ Topics related to the learning business (high-quality learning content, reliable digital
universities and research related to learning learning platforms, literacy in society, diverse learning content)
organisations ■ Cooperation with universities and research organisations to develop sustainability in ■ Topics related to the media business (independent journalism, freedom of
the media industry expression, diverse media content, media literacy and literacy in society, responsible
entertainment, marketing and advertising practices)
■ Sustainability Strategy and ESG performance (environmental and climate-related
topics, social and economic responsibility in general)
SUSTAINABILITY understanding of human rights. Management of human rights impacts human rights due diligence process and setting concrete
The management of human rights risks at Sanoma is part targets to address human rights-related risks. Sanoma’s
Sustainability at Sanoma Internationally recognised human rights are agreed in of sustainability, ethics and compliance management. Human Rights Impact Assessment was conducted
Inclusive learning the Universal Declaration of Human rights (UDHR) and Within the Executive Management Team, sustainability following the due diligence process defined in the UN
Sustainable media the International Labour Organization’s (ILO) Declaration falls under the CFO. Sanoma's Sustainability, Ethics and Guiding Principles on Business and Human Rights and the
on Fundamental Principles and Rights at Work, and Compliance and Procurement Teams are responsible for OECD Guidelines for Multinational Enterprises. In addition
Valued people
strengthened by other United Nations (UN) human rights human rights principles and their development, as well to voluntary international standards, we comply with
Trustworthy data
instruments and ILO conventions. International standards as assessing human rights risks, updating principles, human rights due diligence legislation in our operating
Vital environment for corporate responsibility on human rights have been providing guidance for their implementation and the countries, such as the Transparency Act in Norway, where
Responsible adopted to form a baseline expectation of all businesses development of new operating models. Following Sanoma’s subsidiary itslearning published its Human
business practices in all situations. These include the OECD Guidelines Sanoma’s annual policy review process, the Executive Rights Statement in 2023. During 2023, we analysed
■ Sustainability reporting for Multinational Enterprises, the UN Global Compact Management Team and the Board of Directors approve the Sanoma’s human rights impacts and built capabilities for
and metrics (UNGC) and the UN Guiding Principles. Compliance with principles and commitments related to human rights. The public reporting according to the EU's CSDDD and CSRD
Independent Assurance the UN Guiding Principles requires public commitment to Sustainability Team is responsible for internal and external Directives. The following steps were taken:
Report respecting human rights, along with the careful assessment reporting related to human rights. Sanoma’s sustainability
of our operating methods to prevent risks and mitigate governance model has been described in detail under ■ Documentation of Sanoma’s Human Rights Due
GOVERNANCE
potential adverse impacts. In addition, the UN Guiding Sustainability governance and management. Human Diligence (HRDD) process
FINANCIALS Principles require open communication about risks and rights impacts are integrated into Sanoma’s Sustainability ■ Human Rights Impact Assessment identifying actual
measures to manage risks. programme. The goals, measures and projects related and potential risks and impacts
especially to Inclusive learning and Sustainable media ■ Action plan for 2023−2025 to improve human rights
Sanoma’s human rights commitments support Sanoma’s positive human rights impacts. Potential risks management
Sanoma’s commitment to respect the international negative impacts and risks are closely linked to the
standards on human rights is integrated into our implementation of topics under Trustworthy data, Valued In Sanoma’s Human Rights Impact Assessment, impacts
Code of Conduct (the Code) and the Supplier Code of people and Responsible business practices. were mapped by listing all internationally recognised
Conduct (the Supplier Code). We commit to the UDHR, human rights and identifying those relevant for Sanoma.
the ILO Declaration on Fundamental Principles and Sanoma is committed to communicating about its progress Sanoma’s potential and actual impacts towards each
Rights at Work, the Ten Principles of the UNGC related on human rights issues on an annual basis. The results human right were evaluated from the point of view of
to fundamental responsibilities in human rights, of our human rights due diligence process are published four stakeholder groups: direct impacts towards own
freedom of speech, labour conditions, environment and as part of the annual report. Additionally, we publish workforce, indirect impacts in the supply chain, indirect
anti-corruption, the Rio Declaration on Environment information on our human rights-related activities on our impact towards affected communities and indirect impacts
and Development, and the UN's Convention Against website at sanoma.com. towards people impacted by product/service use.
SUSTAINABILITY assessed. For actual negative impacts, materiality is based Human Rights Impact Assessment, also potential human to freedom of expression. Various factors demonstrate
on the severity of the impact, while for potential negative rights risks and actual negative human right impacts this decline globally, including attacks on journalists
Sustainability at Sanoma impacts it is based on the severity and likelihood of the were identified. These impacts can be categorised under online and offline, and particularly regarding women
Inclusive learning impact. Severity is based on the following factors: scale, the following themes: privacy when using especially journalists. Despite Finland maintaining fifth place in the
Sustainable media scope and irremediable character of the impact. For a personal data of our customers, equality, health & safety World Press Freedom Index globally, we identify a risk of
potential negative human rights impact, severity takes and physical & mental wellbeing of our own workforce, safety of our journalists and continuously monitor this.
Valued people
precedence over its likelihood. Both internal and external workers’ rights in Sanoma’s supply chain and the safety Journalists sent to crisis areas receive regular training
Trustworthy data
information sources (organisations’ and authorities’ of journalists. Following the UN Guiding Principles, actions and, when returning from the war zones, they are offered
Vital environment reports and studies, country-specific risk assessments) to prevent and mitigate risks are prioritised on the basis occupational healthcare services. Also, potential failure
Responsible were used in the evaluation. As part of the assessment, of the severity, irrevocability and probability of the impact. to protect journalistic sources may cause negative
business practices internal interviews with HR, Procurement, Strategy (Risk Guiding Principles also take into account whether the impacts to journalists or their sources. Our newspapers
■ Sustainability reporting Management) and Internal Control were conducted. The impact is caused directly or indirectly, such as through follow the Guidelines for Journalists supervised by an
and metrics assessment covers all of Sanoma’s entities and operations. business relationships. independent self-regulatory committee, the Council for
Independent Assurance The assessment was conducted by Sanoma’s Ethics and Mass Media (CMM), which sets the ethical expectations
Report Compliance and Sustainability teams. As assessing human Education is an empowering human right, enabling people for the editorial content, content creation and protection
rights impacts is a continuous process, Sanoma aims to to participate fully in society. Learning promotes the right of sources. Practices have been further described in
GOVERNANCE
continue assessing its impacts systematically. to education through its K12 learning services for 25 million Sustainable media.
FINANCIALS students in 12 countries. Our role is central in enhancing
Sanoma’s human rights impacts inclusiveness and equality in education. Learning's editorial Sanoma’s direct human rights risks are related to our
and risks management guidelines are our guiding principles for creating inclusive employees. Every employee has the right to work in a
Due to the nature of Sanoma’s business, both positive learning materials, ensuring our learning solutions support safe and healthy environment. Our Human Resources
human rights impacts as well as risks and negative impacts diversity, accessibility and differentiation. Practices have management model ensures well-organised management
were identified. Sanoma’s assessment does not identify any been further described in Inclusive learning. of the occupational safety, health, and wellbeing of our
actual adverse impacts towards Sanoma’s own workforce, people. Our possible human rights impacts relate to equal
through Sanoma’s supply chain or towards communities Through its Media Finland business, Sanoma upholds treatment of employees, ensuring non-discrimination and,
or people impacted by product/service use. Direct impacts freedom of expression, protecting everyone’s freedom as most our employees work in an office environment,
are related to Sanoma’s employees and customers, while to hold and express opinions and to receive information. especially the mental and physical health and wellbeing of
the indirect impacts are related to supply chains through Our readers have access to independent and reliable employees (work-life balance, workload and related stress
business relationships. Key direct and indirect human rights journalism: they are free to form their own opinions and factors). We respect our employees’ right to join trade
impacts are described below. The list includes the key participate in public discussion. Freedom of expression unions, and do not tolerate any kind of discrimination or
human rights impacts that we specifically aim to minimise ensures that our journalists are free to write about harassment. For example, we follow our non-discrimination
SUSTAINABILITY regular performance and development reviews. In our the use and development of AI. Practices have been further from traceable and certified sources. Practices have been
Media Finland printing houses and Learning warehouses, described in Trustworthy data. further described in Responsible business practices.
Sustainability at Sanoma the health and safety of employees are important factors,
Inclusive learning which we monitor systematically and focus on preventive Sanoma may also indirect impacts on the human rights Preventing and minimising adverse
Sustainable media measures to ensure safe work procedures. The events of people working in the supply chains of products and impact on human rights
business in Finland is paying attention to labour rights, services. Our most significant indirect human rights Sanoma’s management of human rights risks is based
Valued people
anti-harassment and safety. Nelonen Media Live uses risks are related to workers’ rights, such as violations on targeting measures at areas where the risks are the
Trustworthy data
paid staff and small local businesses to produce events of freedom of association, excessive working hours and highest. Sanoma keeps track of identified potential and
Vital environment and develops mental and physical safety measures compromised occupational health and safety. Generally, actual impacts and has mitigative measures in place. In
Responsible continuously. Practices related to employee equality, the main human rights risks are related to countries its own operations, Sanoma has built robust management
business practices diversity, inclusion, anti-harassment, health and safety where the legislation or ratification of human rights systems to prevent and mitigate the direct human
■ Sustainability reporting have been further described in Valued people. agreements and their implementation and monitoring rights risks related to privacy, especially when using the
and metrics are insufficient. We also identify some inherent risk with personal data of our customers, equality, health & safety
Independent Assurance The right to privacy is central to the exercise of human our global supplier network particularly in manufacturing and physical & mental wellbeing of our own workforce
Report rights online. Interference with the right to privacy can print products, various types of hiring of personnel and and the safety of journalists. Going forward, our most
have a disproportionate impact on certain individuals for example suppliers of ICT equipment. We seek to important measure is to continue our efforts to strengthen
GOVERNANCE
and/or groups. As one of the foundations of a democratic prevent human rights risks in supply chains in many our existing due diligence and develop our due diligence
FINANCIALS society, it also plays a key role for the realisation of other ways, including collection of audit reports from external processes especially in our supply chain. We expect all
human rights, such as freedom of expression. Using information sources and certification of raw materials. our suppliers to respect human rights, as well as to ensure
data, especially personal data, is an essential part of We limit the risk of violations through good procurement that products can be traced back to the source. If any sign
Sanoma’s business. Data helps teachers to enhance practices, by setting expectations for our partners and of violations of human rights are discovered in Sanoma’s
learning outcomes, increase engagement and improve systematically cooperating with suppliers. Our Know activities, we will immediately start an investigation
workflows, and supports students in optimising their Your Counterparty (KYC) process identifies possible process. Corrective measures are taken to prevent any
individual learning paths. In Media Finland, we use data risks and non-compliance of doing business with new broader impacts and, if possible, to repair any harm.
to improve our journalistic content, develop personalised third parties and also monitors human rights-related We will also investigate our own operating methods to
recommendations in media, drive customer-centric alerts. When operating with suppliers, we apply our prevent similar violations from recurring. If any defects
marketing, and improve the customer experience of procurement principles and practices defined in Sanoma’s related to human rights are discovered in connection to
our digital applications. To protect the personal data Supplier Code of Conduct and Procurement Policy. products and services purchased by Sanoma, we will
of our learning and media customers and ensure the Sanoma's Supplier Code sets out the ethical standards immediately start an investigation. Corrective measures
customers’ right to privacy, our Privacy Programme and responsible business principles which suppliers and will be agreed upon with the partner concerned, and their
systematically develops data protection measures. For service providers are required to comply with in their implementation will be monitored. Cooperation with the
SUSTAINABILITY Corporation (hereinafter also the “Company”) to perform a ethical requirements of the International Code of Ethics assurance is obtained than in a reasonable assurance
limited assurance engagement on selected sustainability for Professional Accountants (including International engagement. An assurance engagement involves
Sustainability at Sanoma information for the reporting period 1 January 2023 to Independence Standards) issued by the International Ethics performing procedures to obtain evidence about
Inclusive learning 31 December 2023, disclosed in the Company’s Annual Standards Board for Accountants (IESBA Code), which is the amounts and other information in the Selected
Sustainable media and Sustainability Report 2023 (hereinafter the Selected founded on fundamental principles of integrity, objectivity, sustainability information. The procedures selected depend
sustainability information). professional competence and due care, confidentiality and on the practitioner’s judgment, including an assessment
Valued people
professional behaviour. of the risks of material misstatement of the Selected
Trustworthy data
Selected sustainability information sustainability information.
Vital environment The selected sustainability information within the scope of PricewaterhouseCoopers Oy applies International
Responsible assurance covers the economic, social and environmental Standard on Quality Management (ISQM) 1, which Our work consisted of, amongst others, the following
business practices sustainability indicators as identified “within scope of requires the firm to design, implement and operate procedures:
Sustainability reporting the limited assurance” in the GRI content index and SASB a system of quality management including policies
and metrics content index, which are included in the Company’s Annual or procedures regarding compliance with ethical ■ Interviewing senior management of the Company.
■ Independent Assurance Report 2023. requirements, professional standards and applicable ■ Visiting one of Sanoma’s printing houses in Finland and
Report legal and regulatory requirements. conducting interviews of representatives from another
Management’s responsibility printing house in Finland as well as of sites in Poland
GOVERNANCE
The Management of Sanoma Corporation is responsible Practitioner’s responsibility and Finland.
FINANCIALS for preparing the Selected sustainability information Our responsibility is to express a limited assurance ■ Interviewing employees responsible for collecting and
in accordance with the Reporting criteria as set out in conclusion on the Selected sustainability information reporting the selected information on sustainability
the Company’s reporting instructions described in the based on the procedures we have performed and indicators at the Group level.
Company’s Annual and Sustainability Report 2023, the evidence we have obtained. We conducted our ■ Assessing how Group employees apply the reporting
the GRI Standards of the Global Reporting Initiative, limited assurance engagement in accordance with the instructions and procedures of the Company.
Sustainability Accounting Standards Board’s (SASB) Media International Standard on Assurance Engagements (ISAE) ■ Testing the accuracy and completeness of the
& Entertainment, Advertising & Marketing and Education 3000 (revised) “Assurance Engagements Other than information from original documents and systems on a
Sector Standards, and the Company’s own reporting Audits or Reviews of Historical Financial Information”, sample basis.
indicators (collectively Reporting criteria). and, in respect of greenhouse gas emissions, the ■ Testing the consolidation of information and performing
International Standard on Assurance Engagements recalculations on a sample basis.
The Management of Sanoma Corporation is also (ISAE) 3410 “Assurance Engagements on Greenhouse ■ Considering the disclosure and presentation of the
responsible for such internal control as the management Gas Statements”. These standards require that we plan Selected sustainability information.
determines is necessary to enable the preparation of and perform the engagement to obtain limited assurance
GOVERNANCE
Helsinki, 1st March 2024
FINANCIALS
PricewaterhouseCoopers Oy PricewaterhouseCoopers Oy
SUSTAINABILITY
Corporate Governance
GOVERNANCE Statement...................................................... 97
Corporate governance structure .......... 97
Corporate Governance Risk management and
Statement internal control........................................... 109
Remuneration Report Other information..................................... 111
SUSTAINABILITY Association in 2019 and in force as of 1 January 2020. This and regulations applicable in its operating countries, the the Board of Directors and its committees, the President
Corporate Governance Statement has been prepared in ethical guidelines set by the Sanoma Code of Conduct as and CEO and the Executive Management Team (EMT).
GOVERNANCE accordance with the Code, which is available at cgfinland.fi well as the Group’s internal policies and standards.
■ Corporate Governance
Statement The statement has been reviewed by Sanoma’s Audit
Committee. The statutory auditors of Sanoma have
Remuneration Report
checked that the statement has been issued and that its General Meeting The General Meeting is Sanoma’s highest decision-making body,
Audit
FINANCIALS description of the main features of internal control and risk of Shareholders convening at least once a year.
More information on the remuneration principles of Board of The Chair, Vice Chair and members of the Board are elected by the General
Meeting. The Board is responsible for the management of the company
the Board of Directors, the President and CEO and the Directors and its business operations.
Executive Management Team is available in a separate
Remuneration Report, prepared in accordance with
The Board may appoint committees, executive committees and other
the Code. permanent or fixed-term bodies to focus on certain duties assigned by the
Board. The committees are neither decision-making nor executive bodies,
Human but the Board can, if it so decides, delegate certain decision-making
During the course of the year, information on Sanoma’s Internal Audit Executive
Resources authority to the Committees or the President and CEO.
governance is updated on the Company’s website at audit Committee Committee
Committee
The Board has an Executive Committee that prepares for matters to
sanoma.com. be decided or noted by the Board. In addition, the Board has an Audit
Committee and Human Resources Committee.
President The President and CEO assumes independent responsibility for the Group’s
and CEO daily operations.
The Executive Management Team (EMT) supports the President and CEO
Executive in his or her duties in coordinating the Group’s management and preparing
Management Team matters to be discussed at Board meetings.
SUSTAINABILITY applicable at any given time. The basis for the duties of the annual performance assessment of the Board. and 69, the average age being 57.
Board of Directors is set forth in the Finnish Companies Act.
GOVERNANCE The Board must collectively have sufficient knowledge of Eight members were re-elected to the Board of Directors
■ Corporate Governance Election and term and competence in: at the 2023 AGM: Pekka Ala-Pietilä, Julian Drinkall, Rolf
Statement The Shareholders’ Nomination Committee shall prepare Grisebach, Anna Herlin, Mika Ihamuotila, Nils Ittonen,
a proposal concerning the composition of Board to be ■ the learning and media business with current and Denise Koopmans and Sebastian Langenskiöld. Eugenie
Remuneration Report
presented to the Annual General Meeting (AGM). In potential future geographical reach, van Wiechen was elected as a new member of the Board of
FINANCIALS accordance with the Articles of Association of Sanoma, the ■ the management of a public company of corresponding Directors.
Board shall be composed of five to eleven members elected size, good corporate governance, corporate and
by the General Meeting. The General Meeting also elects the financial administration and internal control and risk According to the Board’s annual evaluation, all members
Chair and the Vice Chair of the Board. management, of the Board are non-executive and independent of the
■ strategic work as well as mergers and acquisitions, company. Seven out of nine members are also independent
The term of a member of the Board begins at the end of the ■ technology including digitalisation of consumer and of major shareholders. The reason for the two members,
AGM in which he or she has been elected and expires at the publishing products, and Anna Herlin and Nils Ittonen, not being independent of
end of the AGM following the election. ■ sustainability. major shareholders is reported in the details of each
member on the following pages.
Composition, diversity and independence With regards to other factors relevant to Board diversity,
The members of the Board shall have the qualifications and the Board has set a measurable objective regarding the
experience necessary to perform their duties as well as the representation of both genders on the Board. The objective
possibility to devote sufficient time for the Board work. They is that both genders are represented on the Board with the
shall also meet the independence and other requirements share of under-represented gender being at least 40%.
applicable to publicly listed companies in Finland and both Where two candidates are equally qualified, priority will be
genders shall be represented on the Board. given to the candidate of the under-represented gender.
Matters related to the diversity of the Board are defined in The Shareholders’ Nomination Committee annually
the Charter of the Shareholders’ Nomination Committee evaluates the progress of the specific diversity objectives
and referred to in a general level in the Group’s Diversity set for the Board.
and Inclusion Policy. In order to ensure that the Board
has sufficient and versatile competencies, mutually
complementing experience and knowledge of the industry
for the needs of Sanoma expressed in the strategy at any
OUR BUSINESSES
IN BRIEF
SUSTAINABILITY
GOVERNANCE
■ Corporate Governance
Statement
Remuneration Report
FINANCIALS
OUR BUSINESSES
IN BRIEF
SUSTAINABILITY
GOVERNANCE
■ Corporate Governance
Statement
Remuneration Report
FINANCIALS
OUR BUSINESSES
IN BRIEF
SUSTAINABILITY
GOVERNANCE
■ Corporate Governance
Statement
Remuneration Report
FINANCIALS
■ Corporate Governance been defined in the Charter of the Board of Directors. The that she will step down from the role of President and CEO
Statement Board, amongst other duties: In 2023, the Board closely monitored the integration during the first half of 2024.
of the acquired companies, focusing especially on the
Remuneration Report
■ decides on the long-term goals and business strategy of acquisition of the Italian K12 learning content business and In addition to its regular duties and supervision of the
FINANCIALS the Group for achieving those long-term goals, the exam preparation business in Germany. Following the daily operations of the company, the Board also closely
■ approves the Group’s reporting structure, acquisitions, the Board monitored measures to harmonise followed the measures taken to further strengthen
■ decides on acquisitions and divestments, financial the offering of digital learning platforms and to benefit from information security, privacy and customer trust in the core
matters and investments, which have a value exceeding the scale advantages of the European-wide primary and of Sanoma’s daily work, as well as ways to benefit from
EUR 5.0 million, or are otherwise strategically secondary education business portfolio. the use of artificial intelligence throughout the company,
significant, or involve significant risks, or relate to also in cooperation with generative AI players. The Board
divestment, lay-off or termination of employment of 100 The Board also closely followed measures to improve the monitored the development of the ethical principles
employees or more (currently, the Board has delegated service model of the Dutch distribution operations and for the use of artificial intelligence and the plan for the
its decision-making authority to the President and CEO approved the launch of a three-year process and efficiency implementation of the principles.
on acquisitions and divestments, financial matters and improvement program, Solar, for Learning to reach its long-
investments which have a value exceeding EUR 0.5 term operational EBIT margin excl. PPA target level of 23% In order to develop its performance, the Board conducts an
million but below EUR 5.0 million), in 2026. In addition, the Board closely monitored a cash evaluation of its operations and working methods on an
■ ensures the adequacy of planning, internal control and flow improvement programme in Learning. annual basis. The purpose of the evaluation is also to assess
risk management systems and reporting procedures; the composition of the Board and define qualifications
■ reviews and monitors the operations and performance The Board closely followed Media Finland's actions to for possible new Board members. The evaluation may be
of the Group companies, improve digital consumer experience, to introduce a unified done as an internal self-assessment or by using an external
■ approves the Interim Reports, the Half-Year Report, TV advertising measurement standard, and to improve evaluator. In 2023, the Board conducted an internal self-
the Financial Statements and the Report of the Board Ruutu+'s content offering. In addition, the Board appointed evaluation using an assessment tool provided by an external
of Directors as well as the Corporate Governance the Senior Editor-in-Chief of Helsingin Sanomat in April and evaluator to ensure consistency and to enable both internal
Statement and the Remuneration Report of the Editor-in-Chief of Aamulehti in June. comparison and external benchmarking.
the Company,
SUSTAINABILITY of significant shareholders of the company. All of the Resources policies and practices, development and Committee comprised Julian Drinkall (Chair), Rolf Grisebach,
members are financial experts based on their educational succession plans for the President and CEO, as well as key Anna Herlin and Sebastian Langenskiöld. All members of
GOVERNANCE or occupational backgrounds. In addition, there is executives and other preparatory tasks as may be assigned the Committee are independent of the company and three
■ Corporate Governance sustainability competence represented in the Committee. to it from time to time by the Board and/or the Chair of the members (Julian Drinkall, Rolf Grisebach and Sebastian
Statement The Audit Committee convened six times in 2023, with an Board. In addition, the Committee discusses the composition Langenskiöld) are independent of significant shareholders
average attendance rate of 84%. and succession of the Board as well as prepares the of the company. There is sustainability competence
Remuneration Report
Remuneration Policy and Remuneration Report. represented in the Committee. The Human Resources
FINANCIALS Committee convened four times with an attendance
MEMBERS’ ATTENDANCE AT AUDIT COMMITTEE MEETINGS
In 2023, in addition to key remuneration aspects, the rate of 100%.
Number of Human Resources Committee followed up on the
meetings Attendance
Member attended rate, % implementation of the People Excellence Programme,
MEMBERS’ ATTENDANCE AT HUMAN RESOURCES COMMITTEE
Denise Koopmans (Chair) 3 5/6 83 aimed at strengthening the HR capabilities, especially
MEETINGS
Mika Ihamuotila 4/6 67 with the new HR system implementation, and the related
Number of
Nils Ittonen 5/6 83
change management and communication implications. meetings Attendance
Member attended rate, %
The Human Resources Committee also focused on learning
Sebastian Langenskiöld 1 5/5 100
Julian Drinkall (Chair) 4/4 100
and development, aimed to help all employees reach their
Rolf Grisebach 2 1/1 100
potential with inclusive, blended learning solutions, and the Rolf Grisebach 1
3/3 100
Anna Herlin 2 1/1 100
cultural change required for the 70/20/10 framework to be Anna Herlin 1 3/3 100
1
Member since 19 April 2023 Sebastian Langenskiöld 4/4 100
fully implemented (70% learning on the job, 20% learning
2
Member until 19 April 2023
from peers and 10% classical training). Rafaela Seppälä 2
1/1 100
3
Mika Ihamuotila chaired the May meeting of the Audit Committee
in place of Committee Chair Denise Koopmans, with the support 1
Member since 19 April 2023
of Rolf Grisebach, who was invited to attend
In addition to members of the Human Resources 2
Member until 19 April 2023
Committee, the company’s President and CEO, CHRO, HRO
of Media Finland and other people responsible for HR
participated in the meetings, presenting respective agenda
items to the Committee.
OUR BUSINESSES
IN BRIEF
SUSTAINABILITY
GOVERNANCE
■ Corporate Governance
Statement
Remuneration Report
Susan Duinhoven was the President and
FINANCIALS CEO of Sanoma Corporation and Chair
of the Executive Management Team until
31 December 2023.
SUSTAINABILITY Sanoma’s Internal Control Policy defines the internal control functioning of the continuous risk assessment and internal
process applied in the Group. Internal controls are in line The operation of controls is monitored to ensure that they control systems.
GOVERNANCE with the Corporate Governance Framework and aim to are implemented as designed, and that they operate
■ Corporate Governance assure that all Group policies and standards are up to date, effectively. The monitoring is performed as a management
Statement communicated and implemented. self-assessment, assessment of an independent party/
internal audit or a combination of these.
Remuneration Report
Internal control is a process designed to provide
FINANCIALS reasonable assurance regarding the achievement of Monitoring of financial reporting process
objectives in the following categories: The financial reporting process is based on the Group
Reporting Manual. Combined with the other Group
■ effectiveness and efficiency of operations, reporting guidelines and additional instructions, it defines
■ reliability of financial reporting, and Sanoma Group’s accounting principles and policies.
■ compliance with applicable laws and regulations.
The Group Finance and Control function is part of the
The process includes objective setting, control design Parent Company and prepares control point guidelines
and implementation, operating effectiveness testing, for transactions and periodic controls for the SBUs. The
monitoring and continuous improvement, and reporting. guidelines are approved by the President and CEO. Periodic
controls are linked to monthly and annual reporting
Internal controls consist of entity-level, process-level and processes and include reconciliations and analyses to
IT controls. Entity-level controls are applied on all levels of ensure the accuracy of financial reporting. The control
Sanoma (i.e. Group, SBU and entity) and can relate to more activities seek to ensure that potential deviations and
than one process. The Code of Conduct, Group policies and errors are prevented, discovered and corrected, both at the
guidelines and their active implementation are examples of Parent Company and the SBU level. Internal control systems
entity-level control activities. cover the whole financial reporting process.
Process-level control activities are designed to mitigate The Group’s financial performance is monitored on a
risks relating to certain key processes. Purchase-to-pay monthly basis, using a Group-wide financial planning
and payroll processes are examples of process-level and reporting system, which includes actualised income
controls. Automated or manual reconciliations and statements, balance sheets, cash flow statements and key
approvals of transactions are typical process-level controls. performance indicators, as well as estimates for the current
financial year.
SUSTAINABILITY Management. The Audit and Assurance function, reporting permanent insiders. Currently, there are no permanent Finnish Financial Supervisory Authority of their transactions
to the President and CEO, and directly to the Audit insiders at Sanoma. with Sanoma’s financial instruments (the so-called
GOVERNANCE Committee, is responsible for the internal audit at Sanoma. ■ Deal-specific or event-based insider lists are Manager’s Transactions). The notification must be done
■ Corporate Governance established based on a case-by-case evaluation within two days of the transaction. Sanoma shall publish
Statement The scope of Audit and Assurance covers examination and when inside information related to an event or deal is such a notification as a stock exchange release within three
evaluation of internal control systems, risk management identified and a decision on delayed disclosure is made. days of the transaction at the latest. A delay in giving the
Remuneration Report
processes, compliance processes, information security Those who have been entered onto a deal-specific notification may lead to sanctions.
FINANCIALS and governance framework as well as monitoring of (or event-based) insider list are not allowed to trade
Internal Control process on all organisational levels and Sanoma’s financial instruments until the project has
businesses. The Audit and Assurance function supports the been publicly disclosed or otherwise terminated.
development of the organisation and provides additional
assurance with a risk-based approach. Sanoma applies a closed period, which is a thirty (30)
calendar day period, before the announcement of the
Related party transactions Financial Statements Release, the Half-Year Report and the
Sanoma has a Related Party Policy, under which members Interim Reports.
of the management defined by the policy are under
obligation to submit planned related party transactions During the closed period, the members of the Board and
for prior approval. More information on related party the President and CEO shall not conduct any transactions
transactions in 2023 is available in the Financial in Sanoma’s financial instruments on their own account,
Statements, Note 6.1. or on the account of a third party, whether they possess
inside information or not. Additionally, transactions are not
Insider administration allowed during the entire publication day. Sanoma also
Sanoma’s Insider Policy complies with the Guidelines for recommends that the EMT members and persons engaged
Insiders issued by Nasdaq Helsinki Ltd. and other relevant in financial reporting do not trade in Sanoma’s financial
legislation, such as Market Abuse Regulation. instruments during the closed period or the publication day.
According to the Insider Policy, a person who has gained Members of the Board and EMT shall always check
inside information may not use the information by acquiring beforehand the appropriateness of trading with the
or disposing of Sanoma’s financial instruments (either on company secretary. Members of the Board and EMT may
his own or on a third-party's behalf, directly or indirectly), or also issue an explicit, documented trading programme,
give either direct or indirect advice on trading. which must comply with Nasdaq Helsinki Ltd. rules and
■ Corporate Governance opinion to the AGM. The auditor reports to the Board at least
Statement once a year.
Remuneration Report
According to the Articles of Association, Sanoma shall have
FINANCIALS one auditor, which shall be an auditing firm approved by
the Patent and Registration Office. The term of office of
the auditor expires at the end of the next AGM following
the election.
SUSTAINABILITY Performance Share Plans (PSP), the performance period performance-based incentives (66.7% of base salary at the
is one year, followed by a two-year vesting period. The HR target level), long-term performance-based share incentives In 2023, the HR Committee supported the Board in
GOVERNANCE Committee considers that this optimises the long-term (150% of annual base on target level) and additional reviewing a variety of key activities. These included the
commitment of the key employees in the current volatile pension payment (EUR 85,714). The only variation in his implementation of the People Excellence Programme,
Corporate Governance
Statement operating environment and supports the company’s employment terms relates to the severance payment period, which is aimed at strengthening HR capabilities, as well
■ Remuneration Report continuing transformation. The KPIs used to measure the which to the benefit of the shareholders is six months, as Learning’s new HR system and the related change
performance remained the same as in the earlier plans i.e. instead of twelve months as defined in the Policy. The Board management and communications. The HR Committee
FINANCIALS adjusted free cash flow and operational EPS. considers this deviation temporary in nature. also focused on following up on learning and development
initiatives across the Group. With the aim of creating and
In line with the Policy, remuneration in 2023 supported the To encourage share ownership in Sanoma, shareholding strengthening the skills needed to ensure the Group’s
Group’s business strategy with a focus on creating long- guidelines for the CEO have been in place, and these also medium- and long-term success, the cultural change
term sustainable growth and shareholder value, while support and align shareholder and top-executive interests. required for the implementation of the 70/20/10 learning
also maintaining a strong focus on short-term financial Until their required shareholdings are achieved, the CEO framework (70% learning on the job, 20% learning from
results and cash flow. Compensation was performance- and the members of the EMT are required to hold, and not to peers and 10% classical training) is all seen as crucial.
based and designed to encourage the achievement sell, at least 50% of the net shares received as a reward. At
of short and long-term targets, while being balanced the end of December 2023, Susan Duinhoven held 601,010 Engaged employees and long-term performance-
between achieving long-term results and avoiding possible Sanoma shares, fulfilling the ownership requirement of based remuneration will play a pivotal role in achieving
undesired short-term risk-taking. In addition to the financial 75,000 shares since 2016, while Rob Kolkman held 44,675 Sanoma’s long-term targets and ambitions. With Sanoma’s
targets, sustainability targets continued to be emphasised shares (in comparison to the mentioned ownership continuing transformation and the current challenging
in the short-term incentives (STI). They included a data requirement). operating environment, it was a great pleasure to see that
and privacy related target with a weighting of 10% and the Employee Experience Index of the Group increased
an Employee Engagement Index target with an equal 10% The total compensation paid to the CEO Susan Duinhoven to the long-term target level of 7.5 (2022: 7.3). This will
weighting. The sustainability themes linked into STI target in 2023 decreased to EUR 1,363,032 (2022: 3,735,202). strengthen Sanoma’s ability to attract and retain talented
setting are reviewed on an annual basis, and a climate For the STIs included, it reflects Sanoma’s performance for employees.
target will be applied for the first time in 2024. the financial year 2022, and for the long-term incentives
(LTI) that of the financial year 2020. As regards earned Finally, on behalf of the HR Committee, I want to thank our
The decision-making process on remuneration, as defined remuneration in 2023, the performance outcome in the STI, teams and our shareholders for their continued support.
in the Remuneration Policy, has been followed in 2023. The 130%, will be paid to her in cash in spring 2024. For 2023,
Board did not observe any circumstances or activities that the performance outcome for the 2023−2025 Performance Julian Drinkall
would have resulted in the need to apply claw-back clauses Share Plan (PSP) was 130%. CEO Susan Duinhoven is Chair of the HR Committee
0.37 0.37
-25
-42
1
2019 2020 2021 2022 2023 1 year 3 years 5 years
1
Fixed fee
2
Susan Duinhoven has acted as the CEO of Sanoma from October 2015 until 31 December 2023
3
Average Sanoma employee remuneration is calculated by dividing the Group’s total salary costs by the average number of employees.
For 2019−2021, only continuing operations are included.
4
Annual total compensation for President and CEO / Average annual total compensation for all employees excluding President and CEO
5
Percentage change in annual total compensation of President and CEO / Average percentage change in annual total compensation for all
employees excluding President and CEO
OUR BUSINESSES 2023. Key principles of the remuneration of Rob Kolkman, 591,041 259,330 424,710 87,951 1,363,032
IN BRIEF who started as the President and CEO of Sanoma on
FINANCIALS
Performance Earned reward
LTI, PSP 2022−2024 criteria Weight outcome (gross shares)
Share-based incentives of the CEO Share-based incentives of the CEO Susan Duinhoven
Sanoma’s long-term remuneration framework is built
on share-based incentive plans, Performance Share PSP
2020–2022
Plans and Restricted Share Plans, which offer the Group’s
PSP
management an opportunity to earn Sanoma shares as 2021–2023
long-term incentives. The Performance Share Plan (PSP)
PSP
offers an opportunity to earn a predetermined number of 2022–2024
Sanoma shares as a reward for achieving performance PSP
targets set by the Board, and the Restricted Share Plan 2023–2025
Share price at Performance Granted reward Achieved reward Gross shares Net shares Delivery time
Plan Granted grant date Performance criteria period shares at target vs. target (100%) earned paid (payment)
FINANCIALS
Shares conditionally granted to the CEO and members Adjustments when calculating ■ acquisitions and divestments taking place during the
of the Executive Management Team (EMT) under the PSP the performance outcome course of the year,
and RSP are subject to a share ownership requirement According to the key principles of the Remuneration Policy, ■ unforeseen items affecting comparability (IACs) for their
that is determined by the Board in accordance with the HR the STI and LTI performance criteria are set by the Board at impact on free cash flow,
Committee’s proposal. Until their required shareholding the beginning of the following performance periods: ■ changes in accounting policies or practices, and
is achieved, the CEO and the members of the EMT are ■ changes in budgeted and actual foreign exchange rates.
required to hold, and not to sell, at least 50% of the shares ■ for STIs the corresponding financial year,
received as a reward. ■ for LTI launched in 2022 the corresponding and the In 2023, some positive and negative adjustments in the
subsequent financial year (2022−2023), and performance criteria of adjusted free cash flow, operational
The CEO Susan Duinhoven has not been granted rewards ■ for LTI launched in 2021 and earlier, and in 2023, the EBIT excl. PPA and operational EPS were made, but the net
in the Restricted Share Plan (RSP) since 2017, when she corresponding financial year. impact was minor. The main adjustments were related to
was granted 50,000 restricted shares as compensation Learning’s efficiency improvement program Solar launched
for lower pension payments than originally contractually The financial criteria are typically linked to the ambitious in October 2023, and changes in foreign exchange rates.
agreed due to changes in the regulation. These shares were Group budget and plans approved by the Board, whereas
delivered in 2019. the sustainability criteria are linked to a clear performance
improvement compared to the previous year. However, the
In 2020−2023, the number of granted gross shares on- financial performance criteria may be adjusted during the
target level for the CEO Susan Duinhoven was 100,000 year for the following items that were not included in the
shares (previously 150,000). The final number of shares original budget and plans, subject to the Board approval at
earned will be based on the fulfilment of the earnings the recommendation of the HR Committee:
criteria decided annually by the Board.
SUSTAINABILITY
Report of the
GOVERNANCE Board of Directors................................................ 122
Consolidated F inancial Statements..... 163
FINANCIALS
Notes to the Consolidated
Report of the Financial Statements........................................ 168
Board of Directors Parent Company
Consolidated Financial Statements........................................ 235
Financial Statements Board’s proposal for
Parent Company distribution of profits......................................... 246
Financial Statements Signatures to the Financial
Boards proposal for Statements and the Report
distribution of profits of the Board of Directors................................. 247
Signatures of the Board
Auditor’s Report..................................................... 248
Information for investors................................ 253
Auditor’s Report
Information for investors
SUSTAINABILITY In 2023, Sanoma continued to build the long-term in enhancing successful digital transformation both in learning content, the SBTi targets were already in March
competitive strengths of both Learning and Media Finland. newsmedia and entertainment to create a sustainable linked as KPIs to Sanoma’s EUR 300 million Revolving
GOVERNANCE The operating environment was challenging throughout the long-term competitive advantage and continue Credit Facility.
FINANCIALS year, while Sanoma managed well in partially mitigating implementing the established cost conscious way of
the direct and indirect impacts of cost and salary inflation, working, which partially mitigated the impact of high cost Sanoma is in a good position to continue building on the
■ Report of the higher interest rates and weakening consumer confidence inflation. Media Finland’s total subscription base grew long-term strengths of both Learning and Media Finland.
Board of Directors
in its financial performance. slightly as solid growth in digital subscriptions, driven by Its long-term financial and sustainability targets and
Consolidated the subscription video-on-demand (SVOD) service Ruutu+, 2030 growth ambition are unchanged (details available
Financial Statements
In October, it was announced that Learning is expected to offset the decline in print subscriptions. This led to a total of under Sanoma as an investment). In 2024–2026, the three
Parent Company reach its long-term profitability target (operational EBIT more than 900,000 subscribers paying for digital content in strategic focus areas of the Group are: 1) increasing the
Financial Statements
margin excl. PPA) of 23% in 2026 through the process and a country with approx. 2.7 million households. In B2B, digital profitability of Learning and Media Finland, 2) growing
Boards proposal for
efficiency program Solar. Program Solar is estimated to advertising demand was stable, while Sanoma’s market organically and through smaller in-market acquisitions in
distribution of profits
bring EUR 55 million operational efficiencies from 2026 share within domestic digital advertising increased. Media Learning and 3) deleveraging the balance sheet.
Signatures of the Board
onwards, and it consists of four streams: 1) organisational Finland has a reasonably balanced business portfolio, with
Auditor’s Report optimisation post curriculum renewals in Poland and 52% of net sales attributable to the relatively stable B2C Financial review
Information for investors Spain, 2) process improvements in publishing operations, business, mainly subscription, and 48% to the B2B business The Group’s net sales grew to EUR 1,393 million (2022:
3) continuing harmonisation of digital learning platforms, in 2023. Within B2B, print advertising represented only 17% 1,298). In Learning, significant net sales growth was
and 4) overhead and other optimisations across the of net sales. attributable to the acquired Italian and German business as
SBU. Higher than average price increases that were well as strong growth of learning content sales particularly
implemented in the beginning of the year to mitigate the Sustainability is deeply rooted into the purpose of Sanoma’s in Spain and Poland driven by curriculum renewals. In
inflation impact and strong demand in Spain related to learning and media businesses, which have a positive Media Finland, net sales declined slightly due to lower
the last year of the LOMLOE curriculum renewal led to impact on the lives of millions of people every day. During advertising sales. The Group’s organic net sales growth
strong 8% organic growth in the learning content business, the year, Sanoma’s sustainability work focused, among was 2% (2022: 1%), being 6% in Learning and -3% in
which in 2023 represented approx. 74% of Learning’s other things, on reducing its carbon footprint as well as Media Finland.
net sales. Integration of the local K12 learning content on developing diversity, equality and inclusion (DE&I),
business acquired in Italy in August 2022 was successful, leadership, ethical use of AI and suppliers’ sustainability Operational EBIT excl. PPA decreased to EUR 175 million
and according to plans was nearly completed during the practices across the Group. In November, Sanoma’s (2022: 189). Earnings improved in Learning mainly due to
year. Discontinuation of low-value contracts in the Dutch climate targets, which include ambitious reductions of strong organic growth and the contribution of the acquired
distribution business started and is expected to result CO2 emissions not only in Sanoma’s own operations, but Italian and German businesses. In Media Finland, earnings
in a clear net sales decline of that business in the short- also in the value chain by 2030, were validated by the decreased significantly driven by lower advertising sales
to mid-term. Science Based Targets initiative (SBTi). Together with
launched in October. The Group’s IACs increased to EUR -82 included a positive EUR 5 million adjustment related to the
GOVERNANCE million (2022: -38). The restructuring expenses included VAT claims in Q2 2023 and write-down of certain deferred
FINANCIALS EUR 22 million of costs related to Program Solar and tax assets in Q3 2023. Result for the period was EUR 4
795
integration costs of recent acquisitions. The impairments million (2022: 77). 637 681
■ Report of the and capital gains were mainly related to rental book fixed
Board of Directors
assets impairment, selling of a minor property in Finland, Operational earnings per share decreased to EUR 0.39
Consolidated recent minor M&As in Media Finland as well as a write- (2022: 0.65) and earnings per share to EUR -0.03 (2022: 2021 2022 2023
Financial Statements
down of assets related to the German Stark business, 0.47), being adversely impacted by clearly higher financial
Parent Company which was divested in early January 2024. PPAs increased expenses and the interest booked for the hybrid bond. Learning
Financial Statements Media Finland
to EUR 41 million (2022: 39) due to the acquisition in Italy
Boards proposal for
and Germany.
distribution of profits
Signatures of the Board
Operational EBIT
Auditor’s Report excl. PPA by SBU,
Information for investors IACS, PPAS AND RECONCILIATION OF OPERATIONAL EBIT m€
197 189
175
EUR million FY 2023 FY 2022
74 66 40
EBIT 51.7 112.0
Items affecting comparability (IACs)
Restructuring expenses -37.6 -27.2
Of which related to Program Solar -21.8
148
Impairments -13.3 -11.6 134 132
Capital gains/losses 4.6 0.9
VAT claims for years 2015–2018 and 2019–2021 -35.9
IACs total -82.3 -37.9 -10 -8 -13
Purchase price allocation adjustments and amortisations (PPAs) -41.3 -39.3 2021 2022 2023
Operational EBIT excl. PPA 175.4 189.3
Learning
A detailed reconciliation on SBU level is presented at the end of the Report of the Board of Directors in chapter Reconciliation
Media Finland
of certain key figures. Other operations
SUSTAINABILITY annual seasonality of the learning business. The Group’s In 2023, the Group’s free cash flow totalled EUR 105 cash flow per share was EUR 0.64 (2022: 0.68).
committed Revolving Credit Facility of EUR 300 million was million (2022: 112). In Learning, active working capital
GOVERNANCE fully unused. Net debt to adjusted EBITDA ratio improved to management throughout the year led to a significant In 2023, capital expenditure included in the Group’s free
FINANCIALS 2.8 (2022: 3.2), being at the long-term target of below 3.0. improvement in operating cash flow. The Italian and cash flow decreased to EUR 43 million (2022: 53) and
Equity ratio improved to 42.5% (2022: 35.8%), being within German businesses acquired in August 2022 had a mainly consisted of growth investments in digital platforms
■ Report of the the long-term target range of 35–45%. More information significant positive impact on the free cash flow in 2022 due and ICT in Learning.
Board of Directors
on the hybrid bond is available under Events during the to the timing of the acquisition, when only the seasonally
Consolidated reporting period. cash positive months of the year were consolidated.
Financial Statements
Parent Company
Financial Statements
Boards proposal for
distribution of profits
Signatures of the Board Development of Free cash flow
Auditor’s Report financial position
140
Information for investors 3.2
2.8
823 112
2.4 0.86 105
640
616
0.68
40.6% 42.5%
0.64
35.8%
SUSTAINABILITY March 2026 payable annually, and, from the Reset Date, a
floating interest rate as defined in the terms and conditions
GOVERNANCE of the hybrid bond. Paying the interest on the hybrid bond is
FINANCIALS at the discretion of the company, however an obligation to
pay the interest arises if the company decides to distribute
■ Report of the dividends. Following the AGM’s decision on 19 April 2023 to
Board of Directors
distribute dividends, the obligation to pay the interest arose
Consolidated and the full annual interest of EUR 12 million was deducted
Financial Statements
from equity in Q2 2023. The interest will be paid in March
Parent Company 2024. The hybrid bond does not have a specified maturity
Financial Statements
date, but Sanoma is entitled to redeem it at its nominal
Boards proposal for
amount in whole on the Reset Date or on any interest
distribution of profits
payment date thereafter. The hybrid bond is subordinated to
Signatures of the Board
the company's other debt obligations and treated as equity
Auditor’s Report in Sanoma’s consolidated financial statements prepared in
Information for investors accordance with the IFRS. It does not confer to its holders the
rights of a shareholder and does not dilute the holdings of
the current shareholders.
SUSTAINABILITY of every child to reach their potential. We offer value contracts were discontinued as planned. Successfully
printed and digital learning materials as well as implemented price increases also contributed to the strong
GOVERNANCE organic net sales growth of 6% (2022: 1%). TheExact
acquired
digital learning and teaching platforms for K12, i.e. value
FINANCIALS primary, secondary and vocational education, and Italian and German businesses made a EUR 119 million Net sales by country,
we aim to continue to grow our business in Europe (2022: 37) contribution to the net sales. The October 2022 m€
■ Report of the divestment of Eduarte, a Dutch student administration
and beyond. We develop our methodologies based
Board of Directors
on deep teacher and student insight and truly system provider for vocational education, reduced 51
Consolidated net sales. 82
understanding their individual needs. By combining 219
Financial Statements
our educational technologies and pedagogical
Parent Company Operational EBIT excl. PPA increased to EUR 148 million 61
Total
expertise, we create learning products and services
Financial Statements
with the highest learning impact. (2022: 132). Strong organic growth driven by successfully 795m€
Boards proposal for
implemented curriculum renewals in Spain and Poland, 105
distribution of profits
as well as price increases across the learning content 152
Signatures of the Board
businesses, contributed to the good earnings development. 126
Auditor’s Report KEY INDICATORS Earnings improvement was partly offset by inflation
Information for investors impact particularly in paper, printing and personnel costs.
EUR million 2023 2022 Change
The acquired Italian and German businesses had a solid The Netherlands
Net sales 795.2 681.0 17% Spain
positive contribution on earnings.
Operational EBITDA 1 237.6 212.8 12% Poland
Operational EBIT excl. PPA 2 148.4 131.8 13% Italy
EBIT grew to EUR 71 million (2022: 67), supported by
Margin 2 18.7% 19.4% Belgium
solid operational earnings performance. IACs increased
Finland
EBIT 70.6 67.2 5% to EUR -43 million (2022: -32) and consisted of, among Other countries and eliminations
Capital expenditure 33.8 40.4 -16% others, restructuring expenses related to Program
Average number of Solar, integration costs of recent acquisitions as well as
employees (FTE) 2,849 2,717 5%
impairments related to rental book fixed assets and a
¹ Excluding IACs write-down of assets related to the German Stark business,
2
Excluding IACs of EUR -43.4 million in 2023 (2022: -32.2) as well which was divested in early January 2024. PPAs increased
as PPA adjustments and amortisations of EUR 34.5 million in 2023
(2022: 32.5). to EUR 35 million (2022: 33) as a result of the acquisition in
Italy and Germany.
Full reconciliation of operational EBITDA and operational EBIT excl.
PPA is presented in a separate table at the end of the Report of the
Board of Directors in chapter Reconciliation of certain key figures.
EBIT -8.4 54.3 -115% normalised bonus provisions in comparison to the lower
38 219
Capital expenditure 8.6 8.9 -4% previous year levels. However, lower paper, printing and
Total
distribution costs as well as active cost containment
Average number of
employees (FTE) 2,144 2,160 -1% 598m€
actions supported profitability.
1
Excluding IACs
2
Excluding IACs of EUR -41.3 million in 2023 (2022: -4.6) as well EBIT declined to EUR -8 million (2022: 54) as a result of
246
as PPA adjustments and amortisations of EUR 6.8 million in 2023
(2022: 6.9).
lower operational earnings, the EUR 36 million VAT claims
for the years 2015–2021 booked as IACs in Q2 2023 and
Full reconciliation of operational EBITDA and operational EBIT excl. costs related to recent minor M&As. Consequently, the IACs
PPA is presented in a separate table at the end of the Report of the Advertising sales
Board of Directors in chapter Reconciliation of certain key figures. increased to EUR -41 million (2022: -5). PPAs were EUR 7 Subscription sales
million (2022: 7). Single copy sales
Net sales of Media Finland declined slightly and Other
amounted to EUR 598 million (2022: 618). Challenges in Capital expenditure amounted to EUR 9 million (2022: 9) and
the advertising markets continued throughout the year included mainly investments in technology and investments
resulting in 7% lower advertising sales. The majority of the in adapting offices to the hybrid way of working.
SUSTAINABILITY in the average number of employees in Learning was learning, Sustainable media, Valued people, Trustworthy CSRD report, including the results of the double materiality
mainly due to the acquired Italian and German business. data, Vital environment, and Responsible business assessment, in its Report of the Board of Directors for 2024.
GOVERNANCE practices. With its Sustainability Strategy, Sanoma is
FINANCIALS At the end of December, the number of employees (FTE) of committed to the United Nations’ Sustainable Development In March 2023, Sanoma signed a Sustainability Side
the Group was 5,017 (2022: 5,079). Goals (SDGs). Sanoma’s Code of Conduct and its policies Letter to add sustainability-linked KPIs to its EUR 300
■ Report of the and practices are built upon global conventions and million Revolving Credit Facility with ten banks, maturing
Board of Directors
In 2023, the employee benefit expenses grew to EUR 405 commitments and applied across the Group. The policies in November 2026. With the addition, a minor part of the
Consolidated million (2022: 356) due to salary inflation, higher bonus are approved by the Board of Directors. pricing of the loan is linked to Sanoma’s sustainability
Financial Statements
provisions and the increase in the number of employees performance in reducing greenhouse gas emissions in line
Parent Company resulting from the Italian and German acquisition and Sanoma’s Sustainability Strategy relates to the themes with Sanoma's commitment to the Science Based Targets
Financial Statements
insourcing of certain support operations. covered by the Non-Financial Reporting Directive (NFRD): initiative and developing inclusive learning solutions, more
Boards proposal for
environment, employee and social issues, human rights, specifically the accessibility of digital learning content and
distribution of profits
and anti-bribery and corruption. In addition to this NFRD platforms.
Signatures of the Board
Personnel by SBU, review, more information on sustainability is available in
Auditor’s Report FTE, average the Sustainability Report, which is prepared according Sanoma’s business model and its role and impacts in
Information for investors to the Global Reporting Initiative (GRI) standards, the the value chain are described in more detail in the value
5,018 5,119 Sustainability Accounting Standard Board’s (SASB) creation model. Risks related to non-financial aspects are
4,885
125
214
141 standards and the Task Force on Climate Related included in chapter Risks and risk management. Sanoma’s
Disclosures (TCFD) guidelines. Sanoma’s EU Taxonomy governance structure and framework is presented in the
2,160 2,144
2,072 Disclosure can be found in chapter EU Taxonomy disclosure Corporate Governance Statement.
of this report.
SUSTAINABILITY
Governance framework
1
Operational EBIT excl. PPA
SUSTAINABILITY are key drivers. Our strategic growth ambition requires efficiency improvement program Solar in Learning is set a measurable objective regarding the representation
excellence, focus and full alignment from the employees, somewhat visible in the number of employees who left the of both genders: both genders shall be represented in the
GOVERNANCE together with strong capabilities to operate in the current company, having also an impact on the lower number of Board with the share of the under-represented gender
FINANCIALS challenging environment and lead Sanoma to a successful new hires. 42% (2022: 42%) of employees have worked for being at least 40%. Where two candidates are equally
future. The mix of characteristics of Sanoma as an employer Sanoma for more than ten years. qualified, priority will be given to the candidate of the
■ Report of the is quite unique: meaningful work with a strong purpose, a under-represented gender. In 2023, 33% (2022: 33%) of
Board of Directors
competitive offering and equal treatment, flexible working At the end of 2023, 70% (2022: 69%) of Sanoma employees Board members were women.
Consolidated arrangements, a collaborative environment and clear were covered by collective bargaining agreements.The
Financial Statements
opportunities to grow and develop. commitment to the right of freedom of association and
Parent Company collective bargaining is embedded into Sanoma’s Code
Financial Statements
Sanoma’s Diversity and Inclusion Policy sets the ambition of Conduct.
Boards proposal for
for a diverse and inclusive workplace with fair treatment
distribution of profits
and equal opportunities, non-discrimination, equal pay for Sanoma conducts an annual Employee Engagement Survey Gender diversity,
Signatures of the Board % at the end of 2023
equal roles, and gender-neutral experience. In most of the for all its employees. In 2023, the Employee Experience
Auditor’s Report Group’s operating countries, equality actions are centred Index (EEI) increased to 7.5 (2022: 7.3), reaching the long-
Board of
Information for investors around local equality and non-discrimination plans. In term target level and continuing to be above the industry Directors 33% 67%
2023, Sanoma continued advancing diversity, equity and benchmark level of 7.1. In 2023, the EEI result made up 10% Executive
Management 50% 50%
Team
inclusion (DE&I) following its long-term development plan of Sanoma’s short-term executive management incentives
Directors and
with the aim of improving equal opportunities. Sanoma has and the performance outcome on the Group level reached Senior 45% 55%
Management
zero tolerance for any form of discrimination, harassment or the maximum level of 150%. Managers
with 47% 53%
bullying at the workplace. Sanoma’s Code of Conduct sets Subordinates
out the general principles of ethical conduct and Sanoma’s RESULTS OF THE EMPLOYEE ENGAGEMENT SURVEY (EES) Employees 57% 43%
responsibilities as an employer.
2023 2022 2021
The Human Resources Committee is responsible for the Employee Experience Index (EEI) 1 7.5 7.3 7.3 Female
evaluation of related policies, practices, development Response rate % 92 87 90 Male
plans and the performance of the key executives. 1
EEI is a 10-item index measured in the annual employee
Sanoma’s human resources management model ensures engagement survey, scale 1–10
well-organised overall management and employee
participation in the development, implementation, and
evaluation of occupational health, safety and well-being.
SUSTAINABILITY continuously develops the responsible use of personal (2022: 6%) from its own operations. Scope 1 covers direct
data in compliance with privacy laws. Sanoma focuses on Outcomes and performance emissions from owned or controlled sources, including
GOVERNANCE fair and transparent practices defined in the Privacy and Sanoma closely follows the number of data breaches in reserve power consumption and company cars. Scope 2
FINANCIALS Data Protection Policy. Privacy is incorporated into product Learning and Media Finland. During 2023, there were 164 covers indirect emissions from the generation of purchased
and business development through Privacy and Security- (2022: 196) personal data breaches in total, out of which energy consumed in facilities, warehouses and printing
■ Report of the by-Design processes. Sanoma’s Privacy Programme is none (2022: 0) were considered major. Most of the minor houses used by Sanoma. Scope 3 includes all other indirect
Board of Directors
supported by a separate Information Security Programme breaches occurred mainly in Media Finland’s B2C sales emissions that occur in the company’s value chain.
Consolidated to build robust information security measures across the domain, and were typically related to a single customer’s
Financial Statements
organisation and to protect personal data and other key data. Sanoma did not receive any formal substantiated Sanoma’s target is to reduce Scope 1 and 2 own operations’
Parent Company data assets. There is a team of information security experts complaints, notices, orders or penalties related to personal GHG emissions by 42% by 2030 from a 2021 base year. In
Financial Statements
supporting the implementation of the Information Security data breaches from the regulatory authorities during 2023. Scope 3, Sanoma’s target is to reduce GHG emissions from
Boards proposal for
Policy and standards and implementing security controls purchased goods and services, fuel and energy-related
distribution of profits
consistently across the organisation. Consumers have the right to ask Sanoma as a data activities, and upstream transportation and distribution
Signatures of the Board
controller to provide them access to, and to correct or delete by 38% by 2030 from a 2021 base year. The Scope 3
Auditor’s Report Sanoma actively monitors relevant authority and industry their data, if needed. Media Finland received 120 (2022: 80) target applies to categories that have the biggest impact
Information for investors guidelines related to privacy and information security consumer requests for data access, deletion and portability, on Sanoma’s GHG emissions – printed products, services
and develops guidance and training to implement legal out of 1.4 million subscriptions in total. (e.g. as marketing, consulting, TV production services) and
requirements in practice. Internal Audit reviews the Privacy transportation. In addition to the science-based emission
and Data Protection Policy implementation on a regular In 2023, data and privacy related targets made up 10% of reduction targets, Sanoma aims to be carbon neutral in all
basis, and compliance is reported on a biannual basis Sanoma’s short-term executive management incentives operations in 2030. Climate-related risks and opportunities
to the Audit Committee. Third parties processing data on on target level. The performance outcome of 148% on the are reported according to the Task Force on Climate-related
Sanoma’s behalf are expected to contractually comply with Group level was close to the maximum level. Financial Disclosures (TCFD) framework, including a detailed
Sanoma’s Supplier Code of Conduct and Data Processing description of the management of climate-related topics.
Agreement, which defines and instructs suppliers on data Vital environment: Climate and biodiversity
protection measures that need to be implemented on Sanoma’s climate strategy is an important part of its 2030 In addition to climate action, Sanoma acts to safeguard
Sanoma’s behalf. business strategy, transforming the business to meet the biodiversity with a goal that all paper qualities used by
requirements of a low-carbon economy. In November Sanoma originate from sustainable, FSC or PEFC certified
The interpretation of the ePrivacy Directive remains 2023, the Science Based Targets initiative (SBTi) approved sources. The target was not achieved within the set time
unclear across the EU, which is why there have been Sanoma’s near-term science-based emission reduction line, the end of 2023, and during 2024, Sanoma will
various authority enforcement actions during 2021–2023 targets for its own operations (Scope 1 and 2) and value further intensify cooperation with suppliers to verify the
regarding consent practices for the use of cookies and chain (Scope 3). This validation confirms that Sanoma’s source of paper.
■ Report of the Emissions calculated according to the GHG protocol. GHG emissions disclosure is described in detail in the Sustainability Report under
Board of Directors Reporting scope and practices.
Consolidated
Financial Statements ENERGY INTENSITY
Parent Company
Financial Statements 2023 2022 Change
Boards proposal for Energy consumption of the organisation, MWh 38,500 43,300 -11%
distribution of profits Share of fossil-free electricity used, % 93 92
Includes paper used in Sanoma’s own printing facilities for its own and externally sold print products as well as paper acquired for products
printed by third parties. Book paper is used in Learning and newsprint and magazine paper in Media Finland.
SUSTAINABILITY in the Ten principles of the UN Global Compact, the UN to identify possible risks and non-compliance in doing which is updated annually. In 2023, this refresher e-learning
Guiding Principles on Business and Human Rights and business with third parties. Sanoma’s Supplier Code of covered also current topics such as safe corporate culture
GOVERNANCE the Universal Declaration of Human Rights. Sanoma Conduct (Supplier Code) sets out the ethical standards and AI. Sanoma currently tracks the completion rate of both
FINANCIALS also commits to respecting the ILO’s Declaration on and responsible business principles the suppliers are the Code of Conduct refresher e-learning and the basic
Fundamental Principles and Rights at Work. In its required to comply with and expected to also apply to their e-learning. As the refresher e-learning is targeted at all
■ Report of the operations and governance, Sanoma follows laws and employees, affiliates, and sub-contractors. The Supplier existing employees, Sanoma follows the completion rate of
Board of Directors
regulations applicable in its operating countries, ethical Code is an integral part of Sanoma’s standard contractual this e-learning as a key performance indicator from 2023
Consolidated guidelines set by the Sanoma Code of Conduct (Code) as procurement framework, including supplier selection, onwards, when the completion rate was 98% (2022: 95%).
Financial Statements
well as the Group’s internal policies and standards. Policies evaluation and performance appraisal. The Supplier Code In 2023, the cumulative completion rate of the basic Code of
Parent Company define how Sanoma’s operations are managed and give is based on recognised international standards, principles Conduct e-learning, covering the years 2021–2023 and both
Financial Statements
a framework to daily work. The Code and key policies are and best practices on human rights, labour conditions, existing and new employees, was 96% (2022: 98%). From
Boards proposal for
enforced annually through mandatory e-learning. All new environment and anti-corruption. 2024 onwards, the basic Code of Conduct e-learning rate will
distribution of profits
employees should complete the Code of Conduct e-learning only include new employees.
Signatures of the Board
in their first month of employment. In the newly acquired Sanoma’s first Human Rights Impact Assessment was
Auditor’s Report companies, the e-learning takes place within 3–6 months conducted as part of the UN Global Compact (UNGC) The supplier selection for new key suppliers follows
Information for investors after the acquisition is completed. Business and Human Rights Accelerator programme Sanoma’s strategic sourcing process, which incorporates the
in 2023. The programme was organised to support Supplier Code as a mandatory step in supplier evaluation.
Concerns about misconduct or unethical behaviour businesses in building a continuous human rights due Tracking is done for new suppliers with over EUR 100,000
may be reported anonymously via Sanoma’s externally diligence process and setting concrete targets to manage spend for the reporting year through Sanoma’s centralised
operated misconduct reporting system, Sanoma-WhistleB human rights-related risks. The assessment was conducted contract lifecycle management system. In 2023, 92% (2022:
hotline, which is available for employees and external following the due diligence process defined in the UN 86%) of new key suppliers had signed the Supplier Code.
stakeholders. Possible cases of misconduct or unethical Guiding Principles on Business and Human Rights and the
behaviour are also identified during internal audits or OECD Guidelines for Multinational Enterprises.
through other internal channels. All cases and conclusions
of investigations are reported to the Ethics and Compliance Outcomes and performance
Committee and the Audit Committee. Sanoma has two Code of Conduct e-learnings: a Code of
Conduct basic e-learning and a Code of Conduct refresher.
Sanoma’s Anti-Bribery and Corruption Policy gives specific In 2021, Sanoma renewed its Code of Conduct e-learnings
rules and monetary limits for received and given gifts (EUR and all employees, both existing and new, took the basic
75), and entertainment and hospitality (EUR 100), and sets Code of Conduct e-learning. It includes dedicated sections
out the process to seek further approval through a separate for general ethics, anti-bribery and corruption rules,
DNSH criteria
Financial year 2023 2023 Substantial contribution criteria (Does Not Significantly Harm)(h)
OUR BUSINESSES
IN BRIEF
Biodiversity (10)
Biodiversity (16)
Safeguards (17)
Climate Change
Climate Change
Climate Change
Climate Change
Adaptation (12)
Mitigation (11)
Proportion
Adaptation (6)
Mitigation (5)
Economy (15)
Pollution (14)
SUSTAINABILITY of Taxonomy
economy (9)
Pollution (8)
Water (13)
aligned (A.1.)
Water (7)
Minimum
or eligible
Circular
Circular
GOVERNANCE Proportion (A.2.) Category Category
Code Turnover of Turnover, turnover, enabling transitional
FINANCIALS Economic activities (1) (a) (2) (3) 2023 (4) 2022 (18) activity (19) activity (20)
Y; N; Y; N; Y; N; Y; N; Y; N; Y; N;
■ Report of the N/EL N/EL N/EL N/EL N/EL N/EL
Board of Directors MEUR % (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
DNSH criteria
Financial year 2023 2023 Substantial contribution criteria (Does Not Significantly Harm)(h)
OUR BUSINESSES
IN BRIEF
Biodiversity (10)
Biodiversity (16)
Safeguards (17)
Climate Change
Climate Change
Climate Change
Climate Change
Adaptation (12)
Mitigation (11)
Adaptation (6)
Mitigation (5)
Economy (15)
Pollution (14)
SUSTAINABILITY Proportion
economy (9)
Pollution (8)
Water (13)
of Taxonomy
Water (7)
Minimum
aligned (A.1.)
Circular
Circular
GOVERNANCE Proportion or eligible Category Category
Code CapEx of CapEx, (A.2.)CapEx, enabling transitional
FINANCIALS Economic activities (1) (a) (2) (3) 2023 (4) 2022(18) activity (19) activity (20)
Y; N; Y; N; Y; N; Y; N; Y; N; Y; N;
■ Report of the N/EL N/EL N/EL N/EL N/EL N/EL
Board of Directors MEUR % (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
DNSH criteria
Financial year 2023 2023 Substantial contribution criteria (Does Not Significantly Harm)(h)
OUR BUSINESSES
IN BRIEF
Biodiversity (10)
Biodiversity (16)
Safeguards (17)
Climate Change
Climate Change
Climate Change
Climate Change
Adaptation (12)
Mitigation (11)
Adaptation (6)
Mitigation (5)
Economy (15)
Pollution (14)
SUSTAINABILITY Proportion
economy (9)
Pollution (8)
Water (13)
of Taxonomy
Water (7)
Minimum
aligned (A.1.)
Circular
Circular
GOVERNANCE Proportion or eligible Category Category
Code OpEx of OpEx, (A.2.)OpEx, enabling transitional
FINANCIALS Economic activities (1) (a) (2) (3) 2023 (4) 2022(18) activity (19) activity (20)
Y; N; Y; N; Y; N; Y; N; Y; N; Y; N;
■ Report of the N/EL N/EL N/EL N/EL N/EL N/EL
Board of Directors MEUR % (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) (b) (c) Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
SUSTAINABILITY The general economic and political conditions in Sanoma’s of these sources of income are sensitive to changes in the impact on Sanoma’s operating costs. The availability of
operating countries and overall industry trends could general economic environment and consumer confidence, newsprint paper, the paper quality most used by Sanoma,
GOVERNANCE influence Sanoma’s business activities and operational with advertising sales being historically somewhat more has recently remained at a good level. Weakened confidence
FINANCIALS performance. In addition to the increasing global risks, sensitive to economic downturns than circulation sales, among Finnish consumers, impacted by the war in Ukraine
including geopolitical unrest, the fluctuating costs and particularly in subscription sales. Moreover, changes in the as well as inflation and high interest rates, may have an
■ Report of the supply of global commodities, such as energy, and overall overall economic environment can affect Media Finland’s adverse impact on the demand for Media Finland’s products
Board of Directors
inflation, general economic conditions may be affected cost base, particularly the cost and availability of paper and services. In addition, the weakening of the euro against
Consolidated by various additional events that are beyond Sanoma’s and printing, as well as of personnel and distribution costs. main currencies, including the U.S. dollar, may increase the
Financial Statements
control, such as natural disasters or pandemics. Although In addition to increasing Media Finland’s direct operating cost of the goods and services Sanoma buys in currencies
Parent Company Sanoma’s diversified and well-balanced business portfolio costs, higher cost inflation may have an adverse indirect other than euro (e.g. hosting and TV content) and poses a
Financial Statements
to a certain extent mitigates this type of risk, it may cause impact on the demand for its products and services. risk to Sanoma’s financial performance, albeit part of the
Boards proposal for
disruption to Sanoma, its employees, markets, suppliers currency transaction risk is hedged with forward contracts.
distribution of profits
and customers, which could have a material adverse effect Changes in the geopolitical situation, particularly in Sanoma can partly mitigate these impacts on its financial
Signatures of the Board
on Sanoma’s business, operating model, financial condition Finland, could have an indirect impact on the business performance through, for example, costs management
Auditor’s Report and/or results of operations. operations and financial performance of Sanoma’s actions. These include Program Solar in Learning, which is
Information for investors businesses in Finland. expected to bring an annual EUR 55 million benefits from
In general, long- and mid-term cyclicality associated with the 2026 onwards. Failure in implementing the cost savings
performance of Learning relate to the development of public Sanoma’s diverse business portfolio and actions to manage actions related to Program Solar may have an impact on
and private education spending especially during curriculum the risks and costs related to prevailing and expected Sanoma’s financial performance in the coming years.
renewals, and may affect the demand of Learning content economic conditions, partially mitigate these risks. In
year-on-year. Moreover, changes in the overall economic 2023, approx. 57% (2022: 52%) of Sanoma’s net sales was
environment can affect Learning’s cost base, particularly derived from learning, approx. 20% (2022: 22%) from single
the cost and availability of paper and printing, as well as copy or subscription sales, approx. 3% (2022: 4%) from
of personnel. Such changes could also affect demand in print advertising, approx. 12% (2022: 14%) from non-print
segments, where the parents or students themselves (rather advertising and approx. 7% (2022: 7%) from other sales.
than the government or schools) pay for learning materials.
e.g. by increasing the demand for second-hand books. Such
segments constitute a minority of Learning’s business.
SUSTAINABILITY subject to the General Data Protection Regulation ((EU) error or malfeasance, computer viruses, attacks by hackers into physical risks, such as fire, sabotage and equipment
2016/679, “the GDPR”), which sets strict requirements for or other similar threats. Data is key in the development breakdown, and logical risks, such as information security
GOVERNANCE implementing data subject rights, and for companies to of Sanoma’s products and services, as it enables content risks, including increased threat of malware and cyber-
FINANCIALS demonstrate their accountability for complying with the and learning services to be better tailored to the needs of attacks, hacking of personal data or other sensitive data
regulation. Non-compliance with the GDPR in Sanoma’s customers, such as by providing individualised learning assets, and employee or software failure. Additionally, the
■ Report of the business and operations, or potential inadequacy of paths and even more compelling media content. Continuing fragmentation of the data landscape and legacy systems
Board of Directors
the data protection processes and practices may cause the use of data in the future is dependent on maintaining or failure in meeting customer needs or local requirements
Consolidated problems, difficulties or additional costs to Sanoma. Any the trust of customers, and potential data breaches could when developing or harmonising the digital offering could
Financial Statements
infringement of the GDPR could adversely affect Sanoma’s significantly undermine this trust. cause a delay or hinder the Group’s digitalisation.
Parent Company reputation. Furthermore, under the GDPR, a national data
Financial Statements
protection authority is vested with the power to impose To mitigate these risks, Sanoma’s key privacy To mitigate these risks, Sanoma has continuity and disaster
Boards proposal for
corrective actions, such as temporary or definitive bans implementation processes include conducting privacy recovery plans in place for its critical systems and clear
distribution of profits
on processing, and to impose administrative fines for impact assessments, data lifecycle management, responsibilities regarding information and communications
Signatures of the Board
breaches of the GDPR up to EUR 20 million or 4% of the negotiating data processing agreements with third parties, technology security. Information security controls include the
Auditor’s Report total worldwide annual turnover of a company. The information security measures to protect data, data breach use of threat intelligence capabilities, cyber security incident
Information for investors Directive on privacy and electronic communications management procedures and the implementation of data detection capabilities, identity and access management
2002/58/EC also imposes requirements for online data subject rights. However, there can be no assurance that data solutions, log management capabilities and the use of
collection and use. There have been various authority breaches will not occur despite these efforts to prevent such external information security audits. Sanoma’s insurance
enforcement actions across the EU since 2021 regarding breaches or, in the event that breaches occur, that Sanoma programme provides partial coverage for insurable
consent practices for the use of cookies and similar will be able to mitigate the effects of such a breach. This information security risk. Although Sanoma has several
identifiers. While these, along with the expected ePrivacy could lead to reputational damage which could ultimately information security control measures in place, there can
Regulation, are benefiting the media and advertising lead to Sanoma’s inability to effectively compete for future be no assurances that such measures will be adequate
industry in the long-term by creating a level playing field business and to potential cancellations of existing contracts. to prevent failures of one or more of the Group’s essential
for small media players, in the short-term they could also information and communications technology systems, which
have a negative impact on media through additional Information and Communications could cause disruptions to its business and reputational
costs. Although Sanoma runs a privacy programme Technology (ICT) damage resulting from possible data breaches.
that monitors development and enforcement of privacy Functioning and reliable information and communications
regulations, there can be no assurance that such technology systems are integral to the Group’s businesses
measures will be successful in ensuring compliance with and operations. The systems include online services, digital
privacy laws, which could lead to penalties, significant learning platforms, video-on-demand platforms, newspaper
remediation costs and reputational damage to Sanoma. and magazine subscriptions, advertising and delivery
SUSTAINABILITY providers to international paper and print producers and investments and retaining adequate working capital.
cloud-service providers (more information on risk related Sanoma aims to minimise its liquidity risks by ensuring A more detailed description of the funding and liquidity
GOVERNANCE to third-parties is available above under Operational risks). sufficient revenues, maintaining adequate committed risks and their management is available in the Financial
FINANCIALS Sanoma is committed to conducting business in a legal and credit limits, using several financing institutions and forms Statements, Note 5.2.
ethical manner in compliance with local and international of financing, and spreading loan repayment programmes
■ Report of the laws and regulations applicable to its business as well over a number of calendar years. The Group’s Treasury Interest rate risks
Board of Directors
as its Code of Conduct. Nevertheless, there is a risk that Policy sets minimum requirements for liquidity reserves. The Group’s interest rate risk is mainly related to changes
Consolidated Sanoma’s employees or business partners may act in a way in the reference rates and loan margins of floating rate
Financial Statements
that violates human rights or anti-corruption and bribery There can be no assurance that the Group will be able to loans in the Group’s loan portfolio. The Group manages its
Parent Company laws and regulations or they may act unethically. maintain a sufficient level of liquidity or that the Group will exposure to interest rate risk by ensuring that the interest
Financial Statements
be able to obtain, on a timely basis or at all, sufficient funds duration of the gross debt of the Group is within a certain
Boards proposal for
To mitigate these risks, all Sanoma employees, for example, on acceptable terms to provide adequate liquidity in the time range approved by the Board of Directors as part of
distribution of profits
must comply with Sanoma’s Code of Conduct, which event that cash flows from operations, unused committed the Group’s Treasury Policy. The Group may also manage its
Signatures of the Board
supports the international standards on human rights credit line and cash reserves prove to be insufficient. exposure to interest rate risk by using a mix of fixed rate and
Auditor’s Report and labour conditions and clearly prohibits all corruption Negative changes in the economic environment could affect floating rate loans or by utilising interest rate derivatives.
Information for investors and bribery. The requirements of the Code of Conduct the Group’s profitability and cash flow in a manner that
are extended to Sanoma’s suppliers through the Supplier could adversely impact the Group’s ability to comply with As a result of the floating rate loans, a significant rise in
Code of Conduct. Sanoma aims to ensure compliance with financial covenants in loan agreements. Failure to comply interest rates would lead to an increase in financial expenses
measures such as a mandatory e-learning course on the with the financial covenants could lead to mandatory limiting for example the Group’s ability to pay dividends.
Code of Conduct for all employees; however, there can be prepayment of loans. Failure to generate additional funds, For example, one percentage point increase in interest
no assurance that Sanoma’s internal control measures will whether from operations or additional debt or equity rates would cause a EUR 3 million (2022: 4) increase in net
detect and prevent misbehaviour by individual employees financings, may, for example, require the Group to delay financing costs. A failure to manage interest rate risk may
or third-party suppliers. Breaches of applicable laws and or abandon some or all of its strategy initiatives, including have an adverse effect on the Group’s financial condition.
regulations or corporate policies by Sanoma’s employees its strategic aim of acquisition-based growth, which could
or business partners may lead to legal processes, sanctions have a material adverse effect on the Group’s business, A more detailed description of the interest rate risks and
and fines, as well as reputational damage affecting financial condition or results of operations. In addition, any their management is available in the Financial Statements,
Sanoma’s operations, which could have a material adverse future adverse developments, such as a deterioration in the Note 5.2.
effect on Sanoma’s business, financial condition or results financial markets and a worsening of general economic
of operations. conditions, may adversely affect Sanoma’s ability to borrow Currency risks
additional funds as well as the cost and other terms of The majority of the Group’s cash flow from operations is
the funding. For example, global financial markets have denominated in euros. However, the Group is exposed to
SUSTAINABILITY in Europe and distributed through a centralised logistics A more detailed description of the Group’s financial
In the media business, net sales and earnings are centre in Norway. The decision was appealed to the risks and their management is available in the Financial
GOVERNANCE particularly affected by the development of advertising. Administrative Court, which rejected Sanoma’s appeal Statements, Note 5.2.
FINANCIALS Advertising sales are influenced, for example, by the in June 2023. Sanoma considers the claims unjustified
number of newspaper and magazine issues published and has applied for permission to appeal the 2015–2018 Outlook for 2024
■ Report of the each quarter, which varies annually. TV advertising in decision to the Supreme Administrative Court, where the In 2024, Sanoma expects that the Group’s reported net
Board of Directors
Finland is usually strongest in the second and fourth permission is pending. Sanoma paid the required VAT, the sales will be EUR 1.29–1.34 billion (2023: 1.4). The Group’s
Consolidated quarters. The events business in Finland is typically focused related penalty and interests of EUR 25 million in 2021 operational EBIT excl. PPA is expected to be EUR 160–180
Financial Statements
on the second and third quarters. in order to avoid further interest accumulation. The tax million (2023: 175).
Parent Company authorities have made an ex officio decision on a corporate
Financial Statements
Such seasonal fluctuations influence the Group’s net sales, income tax adjustment as a consequence of value-added Regarding the operating environment, Sanoma
Boards proposal for
EBIT and free cash flow and, thus, could have a material tax adjustment and refunded EUR 3 million of corporate expects that:
distribution of profits
adverse effect on Sanoma’s business, financial condition or income tax to Sanoma in 2021. In December 2022, Sanoma
Signatures of the Board ■ the advertising market in Finland will decline slightly and
results of operations and impact the comparability of the received a similar payment decision from the Finnish Tax
Auditor’s Report quarterly financial information of the Group. Administration regarding the tax audits at Sanoma Media ■ the development in the economies of the Group’s
Information for investors Finland Oy for the years 2019–2021, concerning the same operating countries is expected to be relatively stable.
Risks related to changes to tax laws or their business model and a similar distribution arrangement as
application or as a result of a tax audit described above. The decision was in line with the earlier
Sanoma’s tax burden depends on tax laws and regulations decision concerning the years 2015–2018 by the Finnish
and their application and interpretation. Changes in tax Tax Adjustment Board. Sanoma has appealed the decision
laws and regulations or their interpretation and application to the Finnish Tax Adjustment Board, but paid EUR 11
may increase Sanoma’s tax costs to a significant degree, million of VAT, penalties and interests in December 2022
which could have an adverse effect on Sanoma’s financial based on the decision in order to avoid further interest
condition and/or results of operations. In addition, accumulation. The tax authorities have made an ex officio
Sanoma may, at times, be subject to tax audits conducted decision on a corporate income tax adjustment as a
by national tax authorities. Tax audits or other auditing consequence of value-added tax adjustment and refunded
measures carried out by tax or other authorities could result EUR 2 million of corporate income tax to Sanoma in March
in an imposition of additional taxes (such as income taxes, 2023. Based on the Administrative Court’s decision received
value added taxes (VAT) and withholding taxes), which in June 2023, the VAT claims for years the 2015–2018 and
could lead to an increase in Sanoma’s tax liability. 2019–2021 with a total net amount of approx. EUR 30
FINANCIALS expanding the opportunities for shareholders’ participation, Ihamuotila, Nils Ittonen, Denise Koopmans and Sebastian who reside outside Finland: EUR 2,500 / Committee
the opportunity was reserved for the shareholders to Langenskiöld were re-elected as members, and Eugenie meeting where the member was present and EUR 1,500
■ Report of the exercise their rights by voting in advance. van Wiechen was elected as a new member of the Board / Committee meeting participated, and
Board of Directors ■ for members of the Shareholders’ Nomination Committee
of Directors. Pekka AlaPietilä was elected as the Chair of
Consolidated The meeting adopted the Financial Statements, the the Board and Nils Ittonen as the Vice Chair. The term of all who reside in Finland: EUR 1,500 / Committee meeting
Financial Statements
Board of Directors’ Report and the Auditor’s Report for Board members ends at the end of the AGM 2024. participated.
Parent Company the year 2022, as well as discharged the members of
Financial Statements
the Board of Directors and the President and CEO from The AGM resolved that the remuneration payable to the The AGM appointed audit firm PricewaterhouseCoopers
Boards proposal for
liability for the financial year 2022. In addition, the members of the Board of Directors remains unchanged. The Oy as the auditor of the Company with Samuli Perälä,
distribution of profits
meeting made an advisory decision on the adoption of the monthly remunerations are EUR 12,000 for the Chair of the Authorised Public Accountant, as the auditor with principal
Signatures of the Board
Remuneration Policy and the Remuneration Report of the Board of Directors, EUR 7,000 for the Vice Chair of the Board responsibility. The Auditor shall be reimbursed against
Auditor’s Report governing bodies. of Directors, and EUR 6,000 for the members of the Board of invoice approved by the Company.
Information for investors Directors.
The AGM resolved that a dividend on EUR 0.37 per The AGM resolved that § 10 of the Company’s Articles
share shall be paid. The dividend shall be paid in three The meeting fees are: of Association is amended to enable holding a general
instalments. The first instalment of EUR 0.13 per share meeting of shareholders entirely without a meeting venue
was paid to a shareholder who was registered in the ■ for Board members who reside outside Finland: EUR as a so-called remote meeting and that the notice to the
shareholder register of the Company maintained by 1,000 / Board meeting where the member was present, meeting may be published only on the Company’s website.
Euroclear Finland Ltd on the dividend record date 21 ■ for members of the Board of Directors who reside in Furthermore, §§ 11–12 will be abolished (as the substantive
April 2023. The payment date for this instalment was 28 Finland: No separate fee is paid for attending Board contents is incorporated into the revised § 10).
April 2023. meetings,
■ for the Chairs of Board of Directors’ Committees: EUR Board authorisations
The second instalment of EUR 0.13 per share was paid to a 3,500 / Committee meeting participated, The AGM authorised the Board of Directors to decide on the
shareholder who was registered in the shareholder register ■ for Committee members who reside outside Finland: repurchase of a maximum of 16,000,000 of the Company’s
of the Company maintained by Euroclear Finland Ltd on EUR 2,500 / Committee meeting where the member own shares (approx. 9.8% of all shares of the Company) in
the dividend record date 15 September 2023. The payment was present and EUR 1,500 / Committee meeting one or several instalments. The shares shall be repurchased
date for the instalment was 22 September 2023. participated, and with funds from the Company's unrestricted shareholders’
equity, and the repurchases shall reduce funds available
SUSTAINABILITY own shares held by the Company (treasury shares) and the following members: Rob Kolkman (President and CEO), Alex Annual General Meeting that:
issuance of option rights and other special rights entitling Green (CFO) and Pia Kalsta (CEO of Media Finland).
GOVERNANCE to shares as specified in Chapter 10, Section 1 of the Finnish ■ A dividend of EUR 0.37 per share shall be paid for
FINANCIALS Companies Act. Option rights and other special rights Related party transactions the year 2023. The dividend shall be paid in three
entitling to shares as specified in Chapter 10, Section 1 of the Sanoma has a Related Party Policy, under which members instalments. The first instalment of EUR 0.13 per share
■ Report of the Finnish Companies Act may not be granted as part of the of the Board of Directors, the Executive Management Team shall be paid to a shareholder who is registered in the
Board of Directors shareholders’ register of the company maintained by
Company’s incentive programme. The Board will be entitled and the SBU management teams are under obligation to
Consolidated to decide on the issuance of a maximum of 16,000,000 new submit certain related party transactions, as defined in the Euroclear Finland Ltd on the dividend record date 19
Financial Statements
shares (approx. 9.8% of all shares of the Company) as well as Policy, for a prior approval. In addition, the Board Charter April 2024. The payment date for this instalment is 26
Parent Company conveyance of a maximum of 21,000,000 treasury shares held includes instructions for Board members’ conduct in related April 2024. The record date for the second instalment
Financial Statements
by the Company in one or several instalments. The issuance party transactions and other conflict of interest situations. of EUR 0.13 per share will be decided by the Board of
Boards proposal for Directors in September, and the second instalment shall
of shares, the conveyance of treasury shares and the granting
distribution of profits
of option rights and other special rights entitling to shares Sanoma reports related party transactions in accordance be paid in September 2024. The record date for the third
Signatures of the Board instalment of EUR 0.11 per share will be decided by the
may be done in deviation from the shareholders’ pre-emptive with IFRS. More information on transactions with related
Auditor’s Report right (directed issue). The authorisation will be valid until 30 parties is available in Financial Statements 2023, Note 6.1. Board of Directors in October, and the third instalment
Information for investors June 2024 and it will replace the corresponding authorisation shall be paid in November 2024.
granted by the AGM 2022. Annual General Meeting 2024 ■ The amount left in equity shall be EUR 548 million.
Sanoma’s Annual General Meeting 2024 will be held on
Changes in the management Wednesday, 17 April 2024 at 14:00 EET at Sanomatalo According to its Dividend Policy, Sanoma aims to pay an
On 6 November, President and CEO Susan Duinhoven (Töölönlahdenkatu 2, 00100 Helsinki). The shareholders increasing dividend, equal to 40–60% of the annual free
informed Sanoma’s Board of Directors that she will step of the Company and their proxy representatives can also cash flow. When proposing a dividend to the AGM, the
down from the role of President and CEO during the first exercise the shareholder’s rights by voting in advance Board of Directors looks at the general macro-economic
half of 2024. as well as by submitting counterproposals and asking environment, Sanoma’s current and target capital
questions in advance in accordance with the instructions structure, Sanoma’s future business plans and investment
On 20 November, the Board of Directors appointed Rob set out in the Notice to the Annual General Meeting of the needs, as well as both previous year’s cash flows and
Kolkman President and CEO of Sanoma Corporation as of Company published on 7 February 2024. expected future cash flows affecting capital structure.
1 January 2024. Rob succeeds Susan Duinhoven, who will
continue as executive advisor to the company until the end More information is available on the Company’s website
of March 2024 to support a solid transition to the new CEO sanoma.com.
and assist in strategic projects.
Number of Number of
Shareholders Shares % of shares Number of shares shareholders % shares %
1 Jane and Aatos Erkko Foundation 39,820,286 24.35 1–100 8,908 35.98 413,400 0.25
OUR BUSINESSES 2 Holding Manutas Oy 21,585,000 13.20 101–500 8,912 36.00 2,439,554 1.49
IN BRIEF 3 Langenskiöld Robin 12,273,371 7.50 501–1,000 2,996 12.10 2,345,616 1.43
4 Seppälä Rafaela 7,654,746 4.68 1,001–5,000 3,103 12.53 6,828,887 4.18
SUSTAINABILITY
5 Varma Mutual Pension Insurance Company 5,538,352 3.39 5,001–10,000 404 1.63 2,880,283 1.76
GOVERNANCE 6 Helsingin Sanomat Foundation 4,701,570 2.87 10,001–50,000 312 1.26 5,901,729 3.61
FINANCIALS 7 Ilmarinen Mutual Pension Insurance Company 4,007,300 2.45 50,001– 100,000 51
Holdings by sector 0.21 3,640,026 2.23
8 Noyer Alex 3,213,277 1.96 100,001–500,000 31 December
43 2023,0.17 9,355,706 5.72
■ Report of the
9 Elo Mutual Pension Insurance Company 2,188,000 1.34 500,001 + % 27 0.11
3.3% 129,681,013 79.28
Board of Directors
10 Bernardin-Aubouin Lorna 1,852,470 1.13 Total 24,756 100.00 163,486,214 99.95
Consolidated 12.4%
Financial Statements 11 The State Pension Fund 1,760,000 1.08 In the joint book-entry account 16.6% 79,449 0.05
12 Foundation for Actors’ Old-Age Home 1,700,000 1.04 Number of shares issued 163,565,663 100.00
Parent Company
Financial Statements 13 Stiftelsen för Åbo Akademi 1,000,000 0.61
8.5%
14 OP-Finland 828,308 0.51
Boards proposal for 31.8%
distribution of profits 15 Säästöpankki Kotimaa Mutual Fund 822,431 0.50 HOLDINGS BY SECTOR 31 DECEMBER 2023
Holdings by sector
Signatures of the Board 16 Evli Finnish Small Cap Fund 775,000 0.47
31 December 2023,
17 Samfundet Folkhälsan i Svenska Finland 764,389 0.47 27.4%
Auditor’s Report % 3.3%
18 OP-Finland Small Firms Fund 699,169 0.43
Information for investors 12.4%
19 Langenskiöld Christoffer 645,996 0.39
16.6%
Private companies
20 Langenskiöld Sebastian 645,963 0.39
Financial and insurance institutions
20 largest shareholders total 112,475,628 68.76
Public sector organisations
Nominee registered 15,105,793 9.24 8.5%
Households
31.8%
Other shares 35,984,242 22.00 Non-profit organisations
Total 163,565,663 100.00 Foreigners
27.4%
Private companies
Financial and insurance institutions
Public sector organisations
Households
Non-profit organisations
Foreigners
SUSTAINABILITY Anna Herlin, Mika Ihamuotila, Sebastian Langenskiöld with the divestment.
and Eugenie van Wiechen are re-elected as members of
GOVERNANCE the Board of Directors. Nils Ittonen and Denise Koopmans Alternative performance measures
FINANCIALS have informed that they do not stand for re-election to the Sanoma presents certain financial performance measures
Board. Consequently, the Nomination Committee proposed on a non-IFRS basis as alternative performance measures
■ Report of the that Klaus Cawén shall be elected as a new member of (APMs). Sanoma considers that these alternative
Board of Directors
the Board. In addition, the Shareholders’ Nomination performance measures provide useful and relevant
Consolidated Committee has proposed that Pekka Ala-Pietilä is elected supplemental information to the management and
Financial Statements
as the Chair and Klaus Cawén as the Vice Chair of the investors on Sanoma’s financial performance, financial
Parent Company Board of Directors. The proposed Board members have position or cash flows. Certain APMs exclude certain
Financial Statements
all given their consent to being elected. The term of all the non-operational or non-cash valuation items affecting
Boards proposal for
Board members ends at the end of the Annual General comparability (IACs) and are provided to reflect the
distribution of profits
Meeting 2025. The Shareholders’ Nomination Committee underlying business performance and to enhance
Signatures of the Board
also proposed that the monthly remuneration payable comparability between reporting periods. The APMs
Auditor’s Report as well as the meeting fees of the members of the Board should not be considered as a substitute for performance
Information for investors of Directors remain unchanged. Essential biographical measures in accordance with IFRS.
information on all Board member candidates is available at
sanoma.com. Definitions of key IFRS indicators and APMs are
available in chapter Key indicators and share indicators.
On 18 January 2024, Sanoma announced to divest its Reconciliations are available in chapter Reconciliation of
majority holding in Netwheels Oy to Alma Media. Net sales certain key figures.
of the divested business were approx. EUR 8 million in 2023
and the company employed 29 people who will transfer to
the buyer at completion. The transaction was completed at
the end of January.
Key indicators
Signatures of the Board % of net sales 0.3 5.9 8.1 23.3 1.5
Balance sheet total 2,036.6 2,103.6 1,932.5 2,048.3 1,997.9
Auditor’s Report
Capital expenditure 43.1 52.9 41.7 42.5 31.7
Information for investors % of net sales 3.1 4.1 3.3 3.7 2.5
Free cash flow 105.1 111.7 139.7 94.8 131.3
Return on equity (ROE), % 0.5 11.2 14.7 40.7 2.2
Return on investment (ROI), % 3.5 7.7 10.2 24.0 5.4
Equity ratio, % 42.5 35.8 40.6 37.4 30.5
Net gearing, % 80.0 117.3 85.5 93.1 144.2
Interest-bearing liabilities 705.6 864.4 668.8 775.3 817.9
Non-interest-bearing liabilities 531.6 537.1 542.8 560.4 644.5
Net debt 639.7 823.4 616.4 660.7 794.7
Net debt / Adj. EBITDA 2.8 3.2 2.4 2.6 2.7
Average number of employees (FTE) 1 5,119 5,018 4,885 4,255 3,551
Number of employees at the end of the period (FTE) 1 5,017 5,079 4,822 4,806 3,937
Boards proposal for P/E ratio neg. 21.0 22.2 9.1 133.6
distribution of profits Adjusted number of shares at the end of the period 3 163,267,618 163,177,768 162,886,049 163,036,686 163,016,523
Signatures of the Board Adjusted average number of shares 3 163,253,094 163,130,613 163,165,194 163,041,596 162,933,737
Auditor’s Report Lowest share price 5.91 9.48 12.80 6.84 7.96
Highest share price 10.30 14.78 17.12 14.00 10.44
Information for investors
Average share price 7.58 12.56 14.54 10.15 9.03
Share price at the end of the period 6.95 9.82 13.62 13.74 9.45
Trading volumes, shares 21,898,627 12,404,976 16,289,472 29,310,738 19,098,115
% of shares 13.4 7.6 10.0 18.0 11.7
1
Figures contain only continuing operations.
2
Year 2023 proposal of the Board of Directors.
3
The number of shares does not include treasury shares.
SUSTAINABILITY Items affecting comparability Gains/losses on sale, restructuring incl. transaction and integration costs of acquisitions or Reflects the underlying business performance and enhances
=
(IACs) efficiency programme expenses and impairments that exceed EUR 1 million. comparability between reporting periods
GOVERNANCE
The adjusted EBITDA used in this ratio is the 12-month rolling operational EBITDA, where
One of Sanoma’s long-term financial targets, provides investors
Net debt/adj. EBITDA = acquired operations are included and divested operations excluded, and where programming
information on Sanoma’s ability to service its debt
rights and prepublication rights have been raised above EBITDA on cash flow basis
Net financial items = Financial income - Financial expenses Measures Sanoma's net financial items
Result for the period attributable to the equity holders of the Parent Company –
tax adjusted interest on hybrid loan
Earnings/share (EPS) =
Measures Sanoma’s result for the period per share
Weighted average number of shares on the market
Result for the period attributable to the equity holders of the Parent Company - tax adjusted
interest on hybrid loan - IACs -
OUR BUSINESSES Operational EPS = tax effect of IACs - non-controlling interests' share of IACs In addition to EPS, reflects the underlying business performance
IN BRIEF and enhances comparability between reporting periods
Weighted average number of shares on the market
SUSTAINABILITY
Interest-bearing liabilities (short- or long-term liabilities which have separately determined
GOVERNANCE interest cost) - cash and cash equivalents
Net gearing, % = x 100 Measures how much debt in relation to equity Sanoma is using to
Equity total finance its assets
FINANCIALS
■ Report of the
Board of Directors Result for the period
Measures the company’s relative profitability, ie. the profit received
Return on equity (ROE), % = x 100
Equity total (average of monthly balances) for the equity employed
Consolidated
Financial Statements
Parent Company Result before taxes + interest and other financial expenses Measures the company’s relative profitability, ie. the profit and
Return on investment (ROI), % = x 100
Financial Statements Balance sheet total - non-interest-bearing liabilities (average of monthly balances) interest received for net assets employed
Dividend/share
Dividend payout ratio, % = x 100
Result/share
Dividend/share
Effective dividend yield, % = x 100
Share price on the last trading day of the year
OUR BUSINESSES EUR million 2023 2022 EUR million 2023 2022
IN BRIEF EBIT 51.7 112.0 Items affecting comparability (IACs) in results of associated
companies
SUSTAINABILITY Items affecting comparability (IACs) and PPA adjustments and
amortisations¹ Media Finland
GOVERNANCE Learning Fair value remeasurement of previously held equity interest -1.0
Impairments -10.1 -11.6 Total -1.0
FINANCIALS
Capital gains/losses 0.5
1
Items affecting comparability and PPA adjustments and amortisations are unaudited.
■ Report of the Restructuring expenses -33.3 -21.1
Board of Directors
PPA adjustments and amortisations -34.5 -32.5
Consolidated Media Finland
Financial Statements
Impairments -3.2
Parent Company Capital gains/losses 1.6 0.4
Financial Statements
Restructuring expenses -3.8 -5.0
Boards proposal for
VAT claims for years 2015-2018 and 2019-2021 -35.9
distribution of profits
PPA adjustments and amortisations -6.8 -6.9
Signatures of the Board
Other operations
Auditor’s Report
Capital gains/losses 2.9
Information for investors Restructuring expenses -0.6 -1.1
Items affecting comparability (IACs) and PPA adjustments and -123.7 -77.2
amortisations total
Impact of prepublication rights -55.3 -55.4 Result before taxes 20.6 99.2
Impact of rental books -8.7 -7.5 Interest and other financial items 35.3 18.0
Adjusted EBITDA 229.5 255.4 Result before taxes excl. interests and other financial items 55.9 117.2
Balance sheet total (average of monthly balances) 2,170.6 2,103.5
Non-interest-bearing liabilities (average of monthly balances) -591.2 -582.4
Balance sheet total - non-interest-bearing liabilities 1,579.4 1,521.1
(average of monthly balances)
Return on investment, % 3.5 7.7
NET SALES 2.1, 2.2 1,392.9 1,298.3 Result for the period 4.1 77.0
OUR BUSINESSES Other operating income 2.3 25.6 21.0 Other comprehensive income:
IN BRIEF Materials and services 2.5 -487.0 -458.0 Items that may be reclassified subsequently to profit or loss
SUSTAINABILITY Employee benefit expenses 2.4, 6.2, 6.3 -405.4 -356.2 Change in translation differences 1.7 2.3
Other operating expenses 2.5 -239.0 -177.2 Items that will not be reclassified to profit or loss
GOVERNANCE
Share of results in joint ventures 4.7 0.7 0.5 Defined benefit plans 15.7 -6.9
FINANCIALS Depreciation, amortisation and impairment losses 2.6, 3.2, 3.3, 4.6 -235.9 -216.5 Income tax related to defined benefit plans -3.2 1.3
EBIT 51.7 112.0 Other comprehensive income for the period, net of tax 14.2 -3.3
Report of the
Board of Directors Share of results in associated companies 4.7 -0.6 -0.4 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 18.3 73.6
Financial income 2.7 8.6 9.5
■ Consolidated
Financial Statements Financial expenses 2.7 -39.1 -22.0 Total comprehensive income attributable to:
Parent Company RESULT BEFORE TAXES 20.6 99.2 Equity holders of the Parent Company 17.5 72.9
Financial Statements Income taxes 2.8 -16.5 -22.2 Non-controlling interests 0.8 0.7
CURRENT LIABILITIES
Provisions 4.4 12.3 1.7
Financial liabilities 5.1 301.4 100.1
Lease liabilities 5.1 30.0 45.3
Income tax liabilities 0.6 12.9
Contract liabilities 2.2 151.9 139.3
Trade and other payables 4.5 242.1 252.2
CURRENT LIABILITIES, TOTAL 738.3 551.5
Equity at 1 Jan 2022 5.4 71.3 -7.5 209.8 -19.6 459.7 713.6 7.2 720.9
SUSTAINABILITY
Result for the period 76.2 76.2 0.7 77.0
GOVERNANCE Other comprehensive income 2.3 -5.6 -3.3 -3.3
Total comprehensive income 2.3 70.6 72.9 0.7 73.6
FINANCIALS
Share-based compensation 6.2 -0.4 -0.4 -0.4
Report of the Shares delivered 6.2 2.3 -2.3
Board of Directors
Dividends paid -88.1 -88.1 -1.0 -89.1
■ Consolidated Reclassification of translation differences -3.2 -3.2 -3.2
Financial Statements
Total transactions with owners of the company 2.3 -94.0 -91.7 -1.0 -92.6
Parent Company
Acquisitions and other changes in non-controlling interest 0.2 0.2 0.0 0.2
Financial Statements
Total change in ownership interest 0.2 0.2 0.0 0.2
Boards proposal for
Equity at 31 Dec 2022 71.3 -5.2 209.8 -17.3 436.5 695.1 7.0 702.1
distribution of profits
Signatures of the Board
Auditor’s Report
Equity at 1 Jan 2023 5.4 71.3 -5.2 209.8 -17.3 436.5 695.1 7.0 702.1
Information for investors Result for the period 3.3 3.3 0.8 4.1
Other comprehensive income 1.7 12.5 14.2 14.2
Total comprehensive income 1.7 15.8 17.5 0.8 18.3
Share-based compensation 6.2 3.4 3.4 3.4
Shares delivered 6.2 1.1 -1.1
Dividends paid -60.4 -60.4 -0.7 -61.1
Total transactions with owners of the company 1.1 -58.1 -57.0 -0.7 -57.7
Acquisitions and other changes in non-controlling interest 1.7 1.7 -4.5 -2.8
Total change in ownership interest 1.7 1.7 -4.5 -2.8
Issuance of hybrid bond (net of issuance costs) 149.1 149.1 149.1
Interest on hybrid bond -9.6 -9.6 -9.6
Equity at 31 Dec 2023 71.3 -4.1 209.8 -15.7 386.5 149.1 796.8 2.6 799.4
OPERATIONS Proceeds from sale of tangible and intangible assets 9.3 1.4
OUR BUSINESSES Result for the period 4.1 77.0 Operations sold 3.1 3.5 7.7
IN BRIEF Adjustments Sales of other investments 0.0
SUSTAINABILITY Income taxes 2.8 16.5 22.2 Loans granted 0.0 -3.2
Financial expenses 2.7 39.1 22.0 Repayments of loan receivables 0.4
GOVERNANCE
Financial income 2.7 -8.6 -9.5 Interest received 2.2 0.8
FINANCIALS Share of results in equity-accounted investees 4.7 -0.1 -0.2 CASH FLOW FROM INVESTMENTS -28.5 -250.7
Depreciation, amortisation and impairment losses 235.9 216.5
Report of the
Board of Directors Gains/losses on sales of non-current assets -6.0 -3.3 CASH FLOW BEFORE FINANCING 119.6 -86.2
Parent Company Change in working capital Proceeds from issue of hybrid bond (net of issuance costs) 148.9
Financial Statements Change in trade and other receivables 38.6 46.5 Change in loans with short maturity 5.1 -69.7 69.7
Boards proposal for Change in inventories 14.0 -6.4 Drawings of other loans 5.1 0.6 250.3
distribution of profits Change in trade and other payables, and provisions -4.2 -35.7 Repayments of other loans 5.1 -76.2 -124.7
Signatures of the Board Acquisitions of broadcasting rights, prepublication costs and Payment of lease liabilities 5.1 -31.1 -30.5
rental books -128.9 -111.2
Auditor’s Report Acquisitions of non-controlling interests 3.1 -7.1 -1.0
Dividends received 0.6 0.6
Dividends paid -61.1 -89.1
Information for investors Interest paid -30.1 -11.9
CASH FLOW FROM FINANCING -95.8 74.6
Other financial items 3.7 -1.3
Taxes paid -33.6 -42.8
Change in cash and cash equivalents according to cash flow
CASH FLOW FROM OPERATIONS 148.2 164.6 statement 23.9 -11.6
Effect of exchange rate differences on cash and cash
equivalents 0.3 0.2
INVESTMENTS
Net increase(+)/decrease(-) in cash and cash equivalents 24.1 -11.4
Capital expenditure -43.1 -52.9
Cash and cash equivalents at 1 Jan 41.0 52.4
Operations acquired 3.1 -0.4 -204.9
Cash and cash equivalents at 31 Dec 5.3 65.1 41.0
Acquisition of other investments -0.1
SUSTAINABILITY of every child to reach their potential. Sanoma Learning offers printed and digital learning Regulation No. 1606/2002. The notes to the consolidated financial statements are in
materials as well as digital learning and teaching platforms for K12, i.e. primary, secondary accordance with Finnish Accounting Standards and Finnish Limited Liability Companies Act.
GOVERNANCE and vocational education, and it aims to grow the business. Sanoma Learning develops
FINANCIALS its methodologies based on deep teacher and student insight and truly understanding Financial statements are presented in millions of euros, based on historical cost conventions
their individual needs. By combining educational technologies and pedagogical expertise, unless otherwise stated in the accounting policies. All figures have been rounded and
Report of the Sanoma Learning creates learning products and services with the highest learning impact. consequently the sum of individual figures can deviate from the presented sum figure. Key
Board of Directors
Sanoma Media Finland is the leading cross-media company in Finland, reaching 97% of all figures have been calculated using exact figures.
■ Consolidated
Finns weekly. It provides information, experiences, inspiration and entertainment through
Financial Statements
multiple media platforms: newspapers, TV, radio, events, magazines, online and mobile
Parent Company channels. Sanoma Media Finland has leading brands and services, like Helsingin Sanomat, 1.3 Accounting policies
Financial Statements
Ilta-Sanomat, Aamulehti, Me Naiset, Aku Ankka, Nelonen, Ruutu, Supla and Radio Suomipop. Management judgement in applying the most significant accounting
Boards proposal for
For advertisers, it is a trusted partner with insight, impact and reach. policies and other key sources of estimation uncertainty
distribution of profits
Preparing the financial statements in accordance with IFRS requires management to make
Signatures of the Board
Sanoma Corporation, the Parent of Sanoma Group, is a public limited company and its share estimates and assumptions that affect the reported amounts of assets and liabilities,
Auditor’s Report is listed on the Nasdaq Helsinki. The Parent Company is domiciled in Helsinki, Finland and disclosure of contingent assets and liabilities at the date of the financial statements,
Information for investors its registered office is Töölönlahdenkatu 2, 00100 Helsinki, Finland. and the reported amounts of income and expenses during the reporting period. During
the preparation of the financial statements, such estimates were used when making
On 6 February 2024, Sanoma’s Board of Directors approved these financial statements to calculations for impairment testing of goodwill, allocating acquisition cost of acquired
be disclosed. businesses and determining the estimated useful lives and depreciation methods for
property, plant and equipment and amortisation methods for broadcasting rights,
Copies of the consolidated financial statements are available at sanoma.com or from the prepublication rights and other intangible assets. In addition, management judgement is
Parent Company’s head office. used when determining the valuation of deferred taxes, defined benefit pension assets and
pension obligations and provisions. The assumptions are derived from external sources
wherever available. In case of high dependency on assumptions, sensitivity analyses are
performed to determine the impact on carrying amounts. Although these estimates are
based on the management’s best knowledge of current events and actions, actual results
may ultimately differ from these estimates.
Impairment testing is discussed later in the accounting policies and notes to the financial
statements. Other uncertainties related to management judgement are presented, as
applicable, in the relevant notes.
SUSTAINABILITY Sanoma’s equity-accounted investees include joint ventures and associated companies,
The consolidated financial statements include the Parent Company Sanoma Corporation which are accounted for using the equity method. The Group’s share of the strategically
GOVERNANCE and companies in which the Parent Company has control. Control means that the Group important joint ventures’ and associated companies’ result is disclosed separately in
FINANCIALS is exposed to, or has rights to, variable returns from its involvement with the company and operating profit. The Group’s share of the result of other equity-accounted investees is
has the ability to affect those returns through its power over the company. Intra-group reported below operating profit. The carrying amount of equity-accounted investees is
Report of the shareholdings are eliminated using the acquisition method. In cases where the Group has presented on one line in the balance sheet and it includes the goodwill originating from
Board of Directors
an obligation to increase ownership in a subsidiary and the risks and rewards of ownership those acquisitions. The investments are initially recognised at cost and adjusted thereafter
■ Consolidated
have transferred to the Group due to this obligation, the consolidation has taken the to recognise the Group’s share of the post-acquisition profits or losses and movements
Financial Statements
ownership into account in accordance with the obligation. in other comprehensive income of the investee. Dividends received or receivable from
Parent Company associates and joint ventures are recognised as a reduction in the carrying amount of the
Financial Statements
Companies acquired during the financial year are included in the consolidated financial investment.
Boards proposal for
statements from the date on which control was transferred to the Group, and divested
distribution of profits
subsidiaries are consolidated until the date on which said control ceased. Intra-group Joint ventures are entities that are controlled jointly based on a contractual agreement by
Signatures of the Board
transactions, receivables and liabilities, intra-group margins and distribution of profits the Group and one or several other owners.
Auditor’s Report within the Group are eliminated in the consolidated financial statements.
Information for investors Associated companies are entities in which the Group has significant influence. Significant
Sanoma uses the acquisition method when accounting for business combinations. influence is assumed to exist when the Group holds over 20% of the voting rights or when
the Group has otherwise obtained significant influence but not control or joint control over
On the date of acquisition, the cost is allocated to the assets and liabilities of the acquired the entity. If Sanoma’s share of the losses from an associated company exceeds the carrying
business by recognising them at their fair value. In business combinations achieved in value of the investment, the investment in the associated company will be recognised at
stages, the interest in the acquired company that was held by the acquirer before the control zero value on the balance sheet. Losses exceeding the carrying amount of investments will
was acquired shall be measured at fair value at the date of acquiring control. This value has not be consolidated unless the Group has been committed to fulfil the obligations of the
an impact on calculating the goodwill from this acquisition and it is presented as a loss or associated company.
gain in the income statement.
Profit or loss for the period attributable to equity holders of the Parent Company and to the
The consideration transferred and the identifiable assets and the liabilities assumed holders of non-controlling interests is presented in the income statement. The statement of
in the business combination are measured at fair value on the date of acquisition. The comprehensive income shows the total comprehensive income attributable to the equity
acquisition-related costs are expensed excluding the costs to issue debt or equity securities. holders of the Parent Company and to the holders of non-controlling interests. The amount
The potential contingent purchase price is the consideration paid to the seller after the of equity attributable to holders of non-controlling interests is presented as a separate item
original consolidation of the acquired business or the share of paid consideration that the on the balance sheet within equity.
previous owners return to the buyers. Whether any consideration shall be paid or returned
SUSTAINABILITY through a sale rather than through continuing use and a sale is considered highly probable.
Foreign currency transactions of the Group entities are translated to the functional currency Such assets are stated at the lower of carrying amount and fair value less cost of disposal.
GOVERNANCE at the exchange rate quoted on the transaction date. The monetary assets and liabilities Non-current assets held for sale are no longer depreciated. When equity-accounted
FINANCIALS denominated in foreign currencies on the balance sheet are translated into the functional investees meet the criteria to be classified as held for sale, equity accounting ceases at the
currency at the exchange rate prevailing on the balance sheet date. time of reclassification.
Report of the
Board of Directors
The gains and losses resulting from the foreign currency transactions and translating the Operations are classified as discontinued operations in case a component of an entity has
■ Consolidated
monetary items are recognised in income statement. The exchange rate gains and losses either been disposed of, or is classified as held for sale, and:
Financial Statements
are reported in financial income and expenses.
Parent Company ■ it represents a separate major line of business or geographical area of operations,
Financial Statements ■ is part of a single coordinated plan to dispose of a separate major line of business or
The income and expense items in the income statement and in the statement of
Boards proposal for geographical area of operations or
comprehensive income of the non-euro Group entities (subsidiaries, associated companies
distribution of profits
and joint ventures) are translated into euros using the monthly average exchange rates and ■ is a subsidiary acquired exclusively with a view to resale.
Signatures of the Board
balance sheets using the exchange rate quoted on the balance sheet date. The profit for the
Auditor’s Report period being translated into euros by different currency rates in the comprehensive income A component of an entity is defined as operations and cash flows that can be clearly
Information for investors statement and balance sheet results in a translation difference in equity. The change in distinguished, operationally and for financial reporting purposes, from the rest of the entity.
translation difference is recognised in other comprehensive income.
The result for the period of discontinued operations is presented as a separate item in the
Exchange rate differences resulting from the translation of foreign subsidiaries’ and equity consolidated income statement.
accounted investees’ balance sheets are recognised under shareholders’ equity. When
a foreign entity is disposed of, in whole or in part, cumulative translation differences are Goodwill and other intangible assets
recognised in the income statement as part of the gain or loss on disposal. Acquired subsidiaries are consolidated using the acquisition method, whereby the cost is
allocated to the acquired assets and liabilities assumed at their fair value on the date of
During the reporting year or preceding financial year, the Group did not have subsidiaries in acquisition. Goodwill represents the excess of the cost over the fair value of the acquired
hyperinflationary countries. company’s net assets. Goodwill reflects e.g. expected future synergies resulting from
acquisitions.
Government grants
Grants from the government or other similar public entities that become receivable as Goodwill is not amortised but it is tested for impairment annually or if there are some
compensation for expenses already incurred are recognised in the income statement on triggering events.
the period on which the company complies with the attached conditions. These government
grants are reported in other operating income in income statement. Government grants
SUSTAINABILITY light of historical data and market position, and determines the useful life on the basis of the value of estimated future cash flows of each CGU. If the carrying amount of the CGU exceeds
best knowledge available on the assessment date. its recoverable amount, an impairment loss is recorded in the income statement. Primarily,
GOVERNANCE the impairment loss is deducted from the goodwill of the cash-generating unit and after that
FINANCIALS The Group recognises the cost of broadcasting rights to TV programmes under intangible it is deducted proportionally from other non-current assets of the cash-generating unit. The
assets and their cost is amortised based on broadcasting runs. The prepublication costs of useful life of the asset is re-estimated when an impairment loss is recognised.
Report of the learning materials and solutions are recognised in intangible assets and amortised over the
Board of Directors
useful lives. In cash flow, acquisitions of broadcasting rights and prepublication costs are If the recoverable amount of an intangible asset has changed due to a change in the
■ Consolidated
part of cash flow from operations. key expectations, previously recognised impairment losses are reversed. However,
Financial Statements
impairment losses are not reversed beyond the amount the asset had before recognising
Parent Company The known or estimated amortisation periods for intangible assets with finite useful impairment losses. Impairment losses recognised for goodwill are not reversed under any
Financial Statements
lives are: circumstances.
Boards proposal for
distribution of profits
■ Publishing rights 2–20 years Impairment testing is described in more detail in Note 3.2.
Signatures of the Board ■ Software licenses 2–10 years
Auditor’s Report ■ Copy- and trademark rights 2–20 years Property, plant and equipment
Information for investors ■ Customer relationships 3–20 years Property, plant and equipment (PPE) are measured at cost less accumulated depreciation
■ Software projects 3–10 years and any impairment losses. The cost includes any costs directly attributable to acquiring
■ Online sites 3–10 years the item of PPE. Any subsequent costs are included in the carrying value of the item of PPE
■ Prepublication costs 3–8 years only if it is probable that it will generate future benefits for the Group and that the cost of the
asset can be measured reliably. Lease premises’ renovation expenses are treated as other
Amortisation is calculated using the straight-line method. Recognising amortisation is tangible assets in the consolidated balance sheet. Ordinary repairs and maintenance costs
discontinued when an intangible asset is classified as held for sale. are expensed as incurred.
Goodwill and other intangible assets are described in more detail in Note 3.2. The depreciation periods of PPE are based on the estimated useful lives and are:
SUSTAINABILITY not previously included in lease term or not to exercise an option previously included in the
Gains and losses from disposing or selling items of PPE are recognised in the income lease term.
GOVERNANCE statement and they are reported in other operating income or expenses.
FINANCIALS The lease liability is valued at the present value of the unpaid rents at the valuation date
Investment property (commencement date of the lease). Rental costs include fixed rents and variable rents that
Report of the A property is classified as investment property if the Group mainly holds the property to depend on changes in the index or price level specified in the agreement. Sanoma applies
Board of Directors
earn rental yields or for capital appreciation. Investment property is initially measured the practical expedient and will not separate non-lease component from lease components
■ Consolidated
at cost and presented as a separate item on the balance sheet. Investment properties and will instead account for each lease component and any associated non-lease
Financial Statements
include buildings, land and investments in shares of property and housing companies not components as a single lease component. Other variable rents included in the lease are
Parent Company in Sanoma’s own use. Based on their nature, such shareholdings are divided into land or treated as an expense for the period. Rents are discounted at the internal rate of the lease.
Financial Statements
buildings. If the internal rate is not readily determinable, the company's additional credit interest
Boards proposal for
rate is used.
distribution of profits
The fair value of investment properties is presented in the notes to the consolidated
Signatures of the Board
financial statements. Fair values are determined by using the yield value method or using In income statement, leasing costs are classified as depreciation and interest. Lease
Auditor’s Report the information on equal real estate business transactions in the market. Also, an outside payments are apportioned between the interest expenses and the repayment of lease
Information for investors surveyor has been used when determining the fair value. The risk of the yield value method liabilities. The finance cost is charged to profit or loss over the lease period so as to produce
takes into account, among others, the term of the lease period, other conditions of the lease, a constant periodic rate of interest on the remaining balance of the liability for each period.
the location of the premises and the nature of releasability as well as the development of In cash flow statement, the cash payments for the interest portion of the lease liability are
environment and area planning. presented in cash flow from operations. Cash payments for the principal portion of the lease
liability are shown in cash flow from financing. The right-of-use assets and lease liabilities
Leases are presented separately in the balance sheet. The cash payments for the principal portion
At inception of a contract, an entity assesses whether the contract is, or contains, a lease. of the lease liability, which are paid in the next 12 months, are shown in current lease
A contract is, or contains, a lease if the contract conveys the right to control the use of an liabilities in balance sheet.
identified asset for a period of time in exchange for consideration.
Sanoma applies the exemption for short-term leases (lease term 12 months or shorter
Leases of property, plant and equipment, where the Group is the lessee, are recognised as than 12 months) and for leases for which underlying asset is of low value and continues to
assets and liabilities for the lease term. The cost of right-of-use asset comprises the amount recognise those leases straight-line basis as an expense. In cash flow statement, short-term
of initial measurement of the lease liability, any lease payments made at or before the lease payments and payments for leases of low-value assets are included in cash flow from
commencement date, less any lease incentives and any initial direct costs incurred by the operations.
lessee. The asset is depreciated during the lease term or, if shorter, during its useful life.
SUSTAINABILITY production wages, other direct production costs and fixed production overheads to their through profit or loss is recognised in the financial items in the income statement. In
substantial extent. Net realisable value is the estimated selling price, received as part of Sanoma financial assets measured at fair value through profit or loss include other equity
GOVERNANCE the normal course of business, less estimated costs necessary to complete the product and investments and derivatives.
FINANCIALS make the sale.
Cash and cash equivalents
Report of the Financial assets Cash and cash equivalents include bank accounts and short-term deposits with a maturity
Board of Directors
Group’s financial assets are classified as subsequently measured at amortised cost and at of less than three months. Bank overdrafts are shown under current financial liabilities on
■ Consolidated
fair value through profit or loss. the balance sheet.
Financial Statements
Parent Company The classification of financial assets is based on the business model in which a financial Financial liabilities
Financial Statements
asset is managed and its contractual cash flow characteristics. Sanoma has only one Sanoma’s financial liabilities are classified either as financial liabilities at amortised
Boards proposal for
business model for debt instruments which is a business model whose objective is to cost or as financial liabilities at fair value through profit or loss. Financial liabilities
distribution of profits
hold assets in order to collect contractual cash flows. Financial assets are not reclassified are classified as short-term liabilities unless the Group has an unconditional right to
Signatures of the Board
subsequently to their initial recognition unless the Group changes its business model for postpone settling of the liability at least with 12 months from the end of the reporting
Auditor’s Report managing financial assets. All equity instruments are measured at fair value. period. The financial liability or a part of it can be derecognised only when the liability
Information for investors has ceased to exist, meaning that the obligations identified by the agreement have been
Transaction costs are included in the initial carrying value of the financial assets if the item fulfilled, abolished or expired. If the Group issues a new debt instrument and uses the
is not classified as a financial asset at fair value through profit or loss. Derecognition of received reserves to repurchase earlier issued debt instrument (whole or part) with not
financial assets takes place when Sanoma has lost the contractual right to the cash flows substantially different terms, any costs or fees incurred adjust the carrying amount of the
from the asset or it has transferred the essential risks and benefits to third parties. new liability and are amortised over the remaining term of the issued instrument. A gain
or loss arising from the difference in contractual cash flows is recognised in the income
Assets that are held for collection of contractual cash flows where those cash flows statement at the time of the modification.
represent solely payments of principal and interest are measured at amortised cost. In
Sanoma, financial assets measured at amortised cost include loan receivables, trade The financial debt of Sanoma Group is classified as financial liabilities at amortised
receivables and cash. According to IFRS 9, an entity shall recognise a loss allowance for cost which are initially recognised at fair value including the transaction costs directly
expected credit losses on a financial asset measured at amortised cost. Sanoma has attributable to the acquisition of the financial liability. Subsequently, these financial
adopted the general expected credit loss model for debt instruments carried at amortised liabilities are measured at amortised cost using the effective interest method.
cost. For trade receivables, Sanoma applies the simplified approach permitted by IFRS 9,
which requires expected lifetime credit losses to be recognised from initial recognition of In Sanoma Group, financial liabilities at fair value through profit or loss include derivatives
the receivable. Sanoma uses a provision matrix as a practical expedient for measuring that do not comply with the conditions for hedge accounting. Both the unrealised and
expected credit losses for trade receivables. Loss rates are defined separately for different
SUSTAINABILITY with the IFRS. Paying the interest on the hybrid bond is at the discretion of the company, between the tax bases of assets and liabilities and their carrying amounts, using tax rates
however an obligation to pay the interest arises if the company decides to distribute effective on the balance sheet date. Changes in the applicable tax rate are recorded as
GOVERNANCE dividends. Unpaid interest accumulates. A hybrid bond does not confer to its holders the changes in deferred tax in the income statement. Deferred tax assets are recognised to the
FINANCIALS rights of a shareholder and does not dilute the holdings of the current shareholders. extent that it appears probable that future taxable profit will be available against which the
deductible temporary difference can be utilised.
Report of the Derivatives
Board of Directors
Sanoma may use derivative instruments, such as forward foreign exchange contracts and No deferred tax liability on undistributed retained earnings of subsidiaries has been
■ Consolidated
interest rate swaps, in order to hedge against fluctuations in foreign exchange or interest recognised in that respect, as such distribution is not probable within the foreseeable
Financial Statements
rates. Sanoma does not apply hedge accounting. future. The most significant temporary differences relate to depreciation differences,
Parent Company defined benefit pension plans, subsidiaries’ tax losses carried forward and the fair value
Financial Statements
Derivatives are initially recognised at fair value on the date of entering to a hedging measurement of assets acquired in business combinations.
Boards proposal for
agreement and they are subsequently measured at their fair value on each balance sheet
distribution of profits
date. The fair value of foreign exchange contracts is based on the contract forward rates in The amount of current and deferred tax payable or receivable is the best estimate of the
Signatures of the Board
effect on the balance sheet date. Derivative contracts are shown in other current receivables tax amount expected to be paid or received that reflects uncertainty related to income
Auditor’s Report and liabilities on the balance sheet. Both the unrealised and realised gains and losses taxes, if any. The recorded receivable and payable amounts are adjusted where it is not
Information for investors arising from changes in fair values of the derivatives are recognised in the financial items in considered probable that a tax authority will accept an uncertain tax treatment used by the
the income statement on the period the changes arise. Group in an income tax filing. The amounts recorded are based on the most likely amount
or the expected value, depending on which method the Group expects to better predict the
Risk management principles of financial risks are presented in more detail in Note 5.2. resolution of the uncertainty.
Fair value hierarchy Deferred tax assets and deferred tax liabilities are offset in the balance sheet if Sanoma has
Financial assets and liabilities measured at fair value are divided into three levels in the fair a legal right to set off current tax assets against liabilities and they relate to the same tax
value hierarchy. In level 1, fair values are based on quoted prices in active markets. In level 2, authority.
fair values are based on valuation models for which all inputs are observable, either directly
or indirectly. For assets and liabilities in level 3, the fair values are based on input data that is If Sanoma has been the subject of tax adjustment claims which it considers unjustified,
not based on observable market data. it considers a possible payment relating to claims to be deposits with the tax authority if
they give the company a right to obtain future economic benefits, either by receiving a cash
Income taxes and other taxes refund or by using the payment to settle the tax liability. Consequently items paid in relation
The income tax charge presented in the income statement is based on taxable profit for the to these claims are reported as receivables in the balance sheet during the period when the
financial period, adjustments for taxes from previous periods and changes in deferred taxes. legal proceedings are ongoing and the case has not been finally settled.
Tax on taxable profit for the period is based on the tax rate and legislation effective in each
SUSTAINABILITY restructuring plan and started to implement that plan or announced the matter.
Research and development expenditure
GOVERNANCE Share-based payments Research expenditure is expensed as incurred.
FINANCIALS The share-based incentive plans introduced at Sanoma offer the Group’s management an
opportunity to receive Sanoma shares after a vesting period of two to three years, provided Development expenditure refers to costs that an entity incurs with the aim of developing
Report of the that the conditions set for receiving the shares are met. Shares in the Restricted Share Plans new products or services for sale, or fundamentally improving the features of its existing
Board of Directors
are delivered to the participants provided that their employment with Sanoma continues products or services, as well as extending its business. Development expenses are mainly
■ Consolidated
uninterrupted throughout the duration of the plan until the shares are delivered. In addition incurred before the entity begins to make use of the new product/service for commercial or
Financial Statements
to the continuous employment condition, vesting of the Performance Shares is subject to profitable purposes. Development expenditure is either expensed as incurred or recorded
Parent Company meeting (partially or fully) the Group’s performance targets set by the Board for annually as other intangible asset if it meets the recognition criteria.
Financial Statements
commencing new plans.
Boards proposal for
Pensions
distribution of profits
The possible reward is paid as a combination of shares and cash. The cash component is The Group’s pension schemes in different countries are arranged in accordance with local
Signatures of the Board
dedicated to cover reward-related taxes and tax-related costs. requirements and legislation. Pension schemes are classified into two categories: defined
Auditor’s Report contribution plans and defined benefit plans. The Group has both defined contribution and
Information for investors Share-based payments that are settled net in shares after withholding taxes are accounted defined benefit plans and the related pension cover is managed by both pension funds and
for in full as equity-settled arrangements despite the fact that the employer pays in cash the insurance companies.
taxes related to the rewards on behalf of the participants.
Contributions under defined contribution plans are expensed as incurred, and once they are
The fair value for the equity settled portion has been determined at grant using the fair value paid to insurance companies the Group has no obligation to pay further contributions. All
of Sanoma share as of the grant date less the expected dividends paid before possible other post-employment benefit plans are regarded as defined benefit plans.
share delivery. The fair value for the cash settled portion is remeasured at each reporting
date until the possible reward payment. The fair value of the liability will thus change in The present value of Sanoma Group’s obligation of defined benefit plans is determined
accordance with the Sanoma share price. Liabilities arising from share-based payments separately for each scheme using the projected unit credit method. Within the defined
represent estimate of the employers’ social costs relating to the payable rewards. The fair benefit plan, pension obligations or pension assets represent the present value of future
value is charged to personnel expenses until vesting. pension payments less the fair value of the plan assets and potential past service cost. The
present value of the defined benefit obligation is determined by using discount interest
A more detailed description of the share-based payments is provided in Note 6.2. rates that are based on high-quality corporate bonds or government bonds whose duration
essentially corresponds with the duration of the pension obligation. Pension expenses under
the defined benefit plan are recognised as expenses for the remaining working lives of the
employees within the plan based on the calculations of authorised actuaries.
OUR BUSINESSES 1.4 Adoption of new and amended standards and interpretations
IN BRIEF The Group has applied the same accounting policies as in the Financial Statements 2022,
SUSTAINABILITY except for the effect of changes required by the adoption of the following new standards,
interpretations and amendments to standards and interpretations as of 1 January 2023:
GOVERNANCE
■ The amendments to IAS 12 have been introduced in response to the OECD's Base Erosion
FINANCIALS
and Profit Shifting (BEPS) Pillar Two rules and include:
Report of the — A mandatory temporary exception to the recognition and disclosure of deferred taxes
Board of Directors
arising from the jurisdictional implementation of the Pillar Two model rules; and
■ Consolidated — Disclosure requirements for affected entities to help users of the financial statements
Financial Statements
better understand the Group’s exposure to Pillar Two income taxes arising from that
Parent Company legislation, particularly before its effective date.
Financial Statements
■ Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities
Boards proposal for
arising from a Single Transaction. The purpose of the amendment is to clarify the
distribution of profits
recognition of deferred taxes for transactions which at the same time give rise to equal
Signatures of the Board
deferred tax liability and a deferred tax asset. Such events include, for example, the
Auditor’s Report recognition of the lease in accordance with IFRS 16. The amendments do not have
Information for investors material effect on the Group's financial statements.
IASB and IFRIC have issued certain new standards and interpretations, which are not yet
effective, and the Group has not applied these requirements before the effective date. These
standards and amendments are not expected to have material Impact on the Group's
financial statements.
Other operations/eliminations
In addition to the Group eliminations, the column Other operations/eliminations includes
non-core operations, head office functions and items not allocated to segments.
¹ Non-audited
2
Other operations/eliminations column includes adjustment of goodwill related to legal restructuring of Learning.
1
Non-audited
2
Other operations/eliminations column includes adjustment of goodwill related to legal restructuring of Learning.
Report of the
Board of Directors
INFORMATION ABOUT GEOGRAPHICAL AREAS 2022
■ Consolidated
Financial Statements EUR million Finland The Netherlands Other EU countries Other countries Total
Parent Company External net sales 676.7 223.4 380.7 17.5 1,298.3
Financial Statements Non-current assets 479.4 551.3 726.6 14.8 1,772.2
Boards proposal for
distribution of profits
Signatures of the Board
External net sales and non-current assets are reported based on where the company is The Group’s revenues from transactions with any single external customer do not amount to
Auditor’s Report domiciled. Non-current assets do not include financial instruments, deferred tax receivables 10% or more of the Group’s net sales.
Information for investors and assets related to defined benefit plans.
Boards proposal for Primary geographical markets 795.2 597.8 -0.2 1,392.9 Primary geographical markets 681.0 618.1 -0.8 1,298.3
distribution of profits
Signatures of the Board Learning solutions 660.4 0.0 660.4 Learning solutions 553.1 0.0 553.1
Auditor’s Report Advertising 219.2 -0.1 219.1 Advertising 235.7 -0.6 235.1
Subscription 246.0 0.0 246.0 Subscription 247.4 0.0 247.4
Information for investors
Single copy 38.3 38.3 Single copy 39.3 39.3
Other 134.7 94.3 0.0 229.0 Other 127.9 95.8 -0.2 223.5
Major product lines/services 795.2 597.8 -0.2 1,392.9 Major product lines/services 681.0 618.1 -0.8 1,298.3
Recognition at a point-in-time 655.5 178.9 -0.2 834.2 Recognition at a point-in-time 532.4 193.0 -0.8 724.6
Recognition over-time 139.7 419.0 558.7 Recognition over-time 148.6 425.1 573.7
Timing of revenue recognition 795.2 597.8 -0.2 1,392.9 Timing of revenue recognition 681.0 618.1 -0.8 1,298.3
The revenue per country is based on the location of the entity that generates the revenue.
Information on trade receivables is further disclosed in Notes 4.2 and 4.3 Trade and other
receivables and Note 5.2 Financial risk management.
OUR BUSINESSES Gains on sale of property, plant and equipment 1.5 1.3 Paper costs -54.2 -42.7
IN BRIEF Gains on sale of Group companies and operations 1.6 0.9 Raw materials and supplies -112.7 -101.4
Gains on sale of investment property 2.9 Purchased transport and distribution service -98.2 -98.5
SUSTAINABILITY
Rental income from investment property 0.1 0.1 Purchased printing -72.7 -58.5
GOVERNANCE Other rental income 5.3 5.1 Sales and commission costs -13.8 -17.3
FINANCIALS Government grants 0.1 0.1 Editorial subcontracting -11.9 -12.6
Other 13.8 13.6 Royalties -48.8 -43.3
Report of the
Total 25.6 21.0 Other purchased services -48.1 -53.2
Board of Directors
Other -26.7 -30.5
■ Consolidated
Financial Statements Total -487.0 -458.0
The Group's other rental income is mostly related to sub-leases.
Parent Company
Financial Statements OTHER OPERATING EXPENSES
Other operating income includes EUR 4.3 million (2022: 4.0) reprography fee income and
Boards proposal for EUR million 2023 2022
EUR 2.8 million (2022: 2.8) income related to alternative payment methods.
distribution of profits
Operating costs of premises -9.7 -10.6
Signatures of the Board
More information on investment property can be found in Note 4.6. Rents -4.8 -3.8
Auditor’s Report
Advertising and marketing -56.9 -40.6
Information for investors Office and ICT expenses -98.5 -85.7
2.4 Employee benefit expenses
Professional fees -28.9 -33.5
EMPLOYEE BENEFIT EXPENSES Travel expenses -6.8 -6.0
EUR million 2023 2022 Other -33.5 3.0
Wages, salaries and other compensations for key management are presented in Other operating expenses include the following expenses related to lease contracts.
Note 6.3 and share-based payments are described in Note 6.2. Post employment benefits
are described in Note 4.9.
Dividend income 0.1 0.1 Income taxes on operational income -26.3 -33.9
OUR BUSINESSES
IN BRIEF Interest income from financial assets measured at amortised cost 2.2 0.9 Income taxes from previous periods 6.2 0.1
Forward currency exchange contracts, change in fair value 0.0 Withholding tax on dividends -0.1
SUSTAINABILITY
Exchange rate gains 5.7 4.0 Change in deferred tax 3.5 11.7
GOVERNANCE Other financial income 0.7 4.5 Tax expense in the income statement -16.5 -22.2
Financial income total 8.6 9.5
FINANCIALS
Interest expenses from financial liabilities measured at amortised cost -25.0 -10.2
INCOME TAX RECONCILIATION AGAINST LOCAL TAX RATES
Report of the Interest expenses on leases -6.4 -4.7
Board of Directors EUR million 2023 2022
Forward currency exchange contracts, no hedge accounting, change in 0.0 -0.3
■ Consolidated fair value
Result before taxes 20.6 99.2
Financial Statements Fair value losses -1.0
Tax calculated at (Finnish) statutory rate 20% -4.1 -19.8
Parent Company Exchange rate losses -3.8 -4.2
Effect of different tax rates in the operating countries -0.3 -1.1
Financial Statements Other financial expenses -3.0 -2.7
Non-taxable income 0.8 0.9
Boards proposal for Financial expenses total -39.1 -22.0
Non-deductible expenses -10.8 -2.1
distribution of profits Total -30.5 -12.5
Withholding tax on dividends -0.1
Signatures of the Board
Tax relating to previous accounting periods 6.2 0.1
Auditor’s Report In comparable year 2022, other financial income included a EUR 3 million change in fair Effect of joint ventures and associated companies 0.4 0.0
Information for investors value of a liability related to an earlier acquisition in Learning. Write down or non-recognition of deferred tax assets from losses -8.7
Dispute regarding VAT treatment of certain magazines -2.0
Other items 2.0 0.0
Income taxes in the income statement -16.5 -22.2
Effective tax rate 80.3 22.4
¹ The figures have been restated in accordance with the adoption of the amendment to IAS 12, which the Group has applied from 1 January 2023.
TAX LOSSES
Tax losses carried forward Recognised deferred tax asset Unrecognised deferred tax asset
EUR million 2023 2022 2023 2022 2023 2022
Expiry within five years 1.2 1.0 0.0 0.2 0.0 0.0
Expiry after five years 9.3 4.4 0.2 0.6 2.0 0.3
No expiry 58.9 55.7 1.8 9.3 11.8 4.2
Total 69.5 61.0 2.0 10.2 13.8 4.5
FINANCIALS
Pillar II Accrued interest on the hybrid bond -9.5
Report of the Sanoma is within the scope of the OECD Pillar Two global minimum tax model rules. Pillar Tax effect 1.9
Board of Directors Net effect -7.6
Two legislation has been enacted or substantively enacted in certain jurisdictions in which
■ Consolidated
we operate. The legislation will be effective for Sanoma’s financial year beginning 1 January
Financial Statements
2024. Since the Pillar Two legislation was not effective at the reporting date, Sanoma has Weighted average number of shares on the market, thousands 163,253 163,131
Parent Company no related current tax exposure. We apply the exception to recognising and disclosing Earnings per share, EUR -0.03 0.47
Financial Statements
information about deferred tax assets and liabilities related to Pillar Two income taxes, as
Boards proposal for
provided in the amendments to IAS 12 issued in May 2023. Diluted earnings per share is calculated by adjusting the weighted average number of
distribution of profits
shares so that share plans are taken into account.
Signatures of the Board
Under the Pillar Two legislation, Sanoma might be liable to pay a top-up tax for the
Auditor’s Report DILUTED EARNINGS PER SHARE
difference between its effective tax rate per jurisdiction calculated using Global Anti-Base
2023 2022
Information for investors Erosion (GloBE) rules and the 15% minimum rate. We have assessed our exposure to the
Profit used to determine diluted earnings per share, EUR million 3.3 76.2
Pillar Two legislation. The assessment is based on the most recent country-by-country
reporting and IFRS financial data of the jurisdictions. Based on this assessment we are
Accrued interest on the hybrid bond -9.5
currently not expecting additional tax exposure as all jurisdictions should qualify for
transitional safe harbour. Tax effect 1.9
Net effect -7.6
Information on share plans is presented in Note 6.2. For more information on shares and
shareholders, see Report of the Board of Directors, chapter Shares and shareholders.
Acquisitions in 2023
In 2023, Sanoma invested EUR 4.4 million in business acquisitions. IMPACT OF BUSINESS ACQUISITIONS ON GROUP'S ASSETS AND LIABILITIES
OUR BUSINESSES Italy and
IN BRIEF On 30 August 2023, Sanoma Media Finland acquired 100% of the shares of Marva Media EUR million 2023 Germany Other 2022
SUSTAINABILITY Oy and Rauman Suorajakelu Oy. Marva Media publishes the newspaper Länsi-Suomi and Property, plant and equipment 0.0 2.0 0.0 2.0
the city paper Raumalainen. The transaction strengthens the reach of Sanoma's regional Right-of-use assets 0.1 6.7 0.3 7.0
GOVERNANCE newsmedia and the customer base in the Satakunta area. Intangible assets 2.0 86.5 3.1 89.6
FINANCIALS Other non-current assets 0.0 15.5 0.0 15.5
On 3 April 2023, Sanoma Learning acquired the rest of the shares of Tutorhouse Oy and Inventories 34.8 0.0 34.8
Report of the increased its ownership from 80% to 100%. Other current assets 3.3 85.0 0.5 85.4
Board of Directors
Assets, total 5.4 230.5 3.9 234.4
■ Consolidated
On 31 March 2023, Sanoma Learning acquired the rest of the shares of Clickedu and
Financial Statements Non-current liabilities -2.3 -29.6 -1.0 -30.6
increased its ownership from 67% to 100%.
Current liabilities -2.5 -44.3 -0.7 -44.9
Parent Company
Financial Statements Liabilities, total -4.8 -73.9 -1.7 -75.5
On 17 February 2023, Sanoma Media Finland acquired the rest of the shares of Valopilkku
Boards proposal for Fair value of acquired net assets 0.6 156.6 2.3 158.9
and increased its ownership to 100%.
distribution of profits Acquisition cost 1.6 212.1 5.0 217.0
Net sales of Sanoma Group would have totalled approx. EUR 1,397 million, if acquisitions
had taken place at the beginning of the year 2023. The effect of the acquisitions on the
Group’s 2023 result before taxes was minor.
SUSTAINABILITY Decrease (+) / increase (-) in acquisition and Skandinaviska Enskilda Banken AB (publ). The remaining part of the term loan was used
liabilities 0.2 -2.0 -2.0
for an early repayment of an EUR 50 million term loan due in February 2023.
GOVERNANCE Cash paid to obtain control,
net of cash acquired 0.4 202.2 2.7 204.9
FINANCIALS Sanoma estimated that the acquisition will create separation, integration and rebranding
costs, to be booked as items affecting comparability (IACs), of approx. EUR 14 million during
Acquisition cost 2.8
Report of the 18–24 months after closing. Sanoma booked EUR 7 million of transaction costs as IACs in
Board of Directors Decrease (+) / increase (-) in acquisition
liabilities 4.3 1.0 1.0 Sanoma Learning’s 2022 result.
■ Consolidated
Cash paid on acquisitions of
Financial Statements non-controlling interests 7.1 1.0 1.0
Acquisition accounting for the acquired business was disclosed in 2022 financial statements
Parent Company as provisional, which means that the value of the purchase price and identifiable net assets
Financial Statements
Acquisitions in 2022 may still change. The initial purchase price of EUR 212.1 million was allocated to identified net
Boards proposal for
In 2022, Sanoma invested EUR 217 million in business acquisitions. assets which include trademarks, customer relationships, ELT (English language teaching)
distribution of profits
distribution agreement and inventory with the remaining residual accounted for as goodwill.
Signatures of the Board
On 31 August, Sanoma acquired Pearson’s local K12 learning content business in Italy and its The goodwill is attributable mainly to assembled workforce and profit expectations of future
Auditor’s Report small exam preparation business in Germany. The acquisition was announced on 7 June 2022. product development, customer relationships and expansion of digital product offering.
Information for investors The acquired business was reported as part of Sanoma Learning SBU as of 31 August 2022.
On 18 March 2022, Sanoma Media Finland acquired Videolle Production Oy. Videolle is a
Pearson Italy is one of the leading providers of learning materials for secondary education digital video marketing office, established in 2014. The acquisition strengthens the range
in the country and it has a leading position in certain subjects, including philosophy and of services offered by Sanoma to its B2B customers. Videolle Production Oy's 24 employees
literature. Under its strong local brands, Pearson Italy offers schools, teachers and students joined Sanoma.
recognised and reputable high-quality learning materials. The acquisition also includes
Pearson’s small exam preparation business in Germany, which will continue to operate On 16 March 2022, Sanoma Learning acquired Gelukskoffer Scholen B.V. in the Netherlands.
under the Stark brand. The acquired businesses have 251 employees, of which 161 are in The company is engaged in developing and publishing learning materials aimed at social
Italy and 90 in Germany. They became employees of Sanoma Learning as from closing. emotional well-being of children.
The net sales of the acquired business included in the Group's consolidated income On 28 January 2022, Sanoma Media Finland acquired radio frequencies from Huittisten
statement since acquisition from 31 August were approx. EUR 37 million and result for the Sanomalehti Oy and began broadcasting Hitmix channel in Satakunta.
period was approx. EUR 2 million.
Net sales of Sanoma Group would have totalled approx. EUR 1,378 million and result before
Sanoma estimated that the acquisition will create synergies of EUR 2–3 million (annual taxes for the period approx. EUR 126 million, if acquisitions had taken place at the beginning
run-rate). The synergies are expected to be realised in full in 18–24 months after closing and of the year 2022.
mainly relate to support functions and procurement.
SANOMA ANNUAL REPORT 2023 ∙ 196
Divestments 2023 Divestments 2022
On 1 November 2023, Sanoma Media Finland sold Earlybird distribution business to On 4 October 2022, Sanoma sold Eduarte, Dutch student administration system provider for
distribution company PPP Finland Oy. vocational education to Topicus, a pan-European provider of vertical market software and
platforms. Net sales of the divested business were EUR 9 million in 2021 and the company
OUR BUSINESSES On 22 February 2023, Sanoma Media Finland sold audio service Supla's audiobook employed 45 people who transferred to the buyer with the divestment.
IN BRIEF operations to BookBeat.
SUSTAINABILITY On 3 January 2022, Sanoma Media Finland sold its newspaper printing facility Savon Paino
IMPACT OF DIVESTMENTS ON GROUP'S ASSETS AND LIABILITIES
to media company Keskisuomalainen. 36 employees of Savon Paino were transferred to
GOVERNANCE EUR million 2023 2022 Keskisuomalainen with the divestment.
FINANCIALS Property, plant and equipment 1.1
Other intangible assets 11.1
Report of the
Inventories 0.3
Board of Directors
Trade and other receivables 0.4
■ Consolidated
Cash and cash equivalents 1.7
Financial Statements
Assets, total 14.6
Parent Company
Financial Statements Deferred tax liabilities -3.0
Trade and other payables -2.1
Boards proposal for
distribution of profits Liabilities, total -5.1
Auditor’s Report
Sales price 1.6 11.5
Information for investors
Transaction fees paid -1.1
Net result from sale of operations 1.6 0.9
OUR BUSINESSES Acquisition cost at 1 Jan 869.7 542.0 508.5 655.0 33.4 2,608.6
IN BRIEF Increases 65.2 55.3 24.5 11.0 156.1
Acquisitions of operations 3.5 1.2 0.7 5.4
SUSTAINABILITY
Decreases -71.7 -29.2 -5.9 -0.1 -106.9
GOVERNANCE Reclassifications -12.2 -8.1 4.4 7.4 0.9 -7.6
FINANCIALS Exchange rate differences -1.1 0.8 2.2 1.0 0.1 3.0
Acquisition cost at 31 Dec 860.0 529.4 541.2 682.7 45.4 2,658.6
Report of the
Board of Directors
Accumulated amortisation and impairment losses at 1 Jan -57.7 -353.1 -380.6 -266.1 -1,057.5
■ Consolidated
Decreases, disposals and acquisitions 71.7 29.2 5.9 106.8
Financial Statements
Amortisation for the period -74.3 -42.5 -52.8 -169.6
Parent Company
Financial Statements Impairment losses for the period -2.3 -4.1 -3.1 -1.2 -10.7
Reclassifications 12.2 0.1 -4.4 -0.4 0.0 7.4
Boards proposal for
distribution of profits Exchange rate differences -0.3 -1.4 -0.7 0.0 -2.3
Accumulated amortisation and impairment losses at 31 Dec -47.8 -360.0 -402.8 -315.3 -1,125.8
Signatures of the Board
Carrying amount at 31 Dec 812.2 169.4 138.4 367.4 45.4 1,532.7
Auditor’s Report
Information for investors
SUSTAINABILITY Excluding goodwill the Group has no intangible assets with indefinite useful lives at the end
of the financial year. Impairment losses recognised from goodwill
GOVERNANCE Impairment losses recognised from goodwill in the financial year amounted to EUR 2.3
FINANCIALS Impairment losses recognised from immaterial rights and other million (2022: 0.0).
intangibles assets
Report of the Intangible assets with definite useful lives are amortised using the straight-line method, Methodology and assumptions used in impairment testing
Board of Directors
except for the immaterial rights where the diminishing method is used for broadcasting Impairment testing of assets is principally carried out on a cash flow basis whereby the
■ Consolidated
rights and the straight-line method for other immaterial rights. At each reporting date it is Value in Use is used as the recoverable amount. The recoverable amount is determined
Financial Statements
assessed whether there is any indication that these intangible assets may be impaired. If based on the present value of future cash flows of the Group's CGUs, using a post-tax WACC.
Parent Company any such indication exists, the recoverable amount of the asset is estimated by determining Deferred and current income tax assets and liabilities (including deferred tax liabilities
Financial Statements
the present value of future cash flows of the asset. related to previous purchase price allocations) have been included in the carrying amount.
Boards proposal for
distribution of profits
Impairment losses totalling EUR 8.4 million (2022: 8.2) were recognised from intangible Calculations of the recoverable amount are based on a five-year forecast period. Cash
Signatures of the Board
assets with definite useful lives, of which EUR 3.6 million related to Sanoma Learning flow estimates are based on management approved strategic plans at the time of testing,
Auditor’s Report strategic business unit (SBU) (2022: 7.2) and EUR 4.8 million related to the Sanoma including assumptions on the development of the business environment. Actual cash flows
Information for investors Media Finland SBU (2022: 1.0). There were no impairments in corporate intangible assets may differ from estimated cash flows if the key assumptions do not realise as estimated.
(2022: 0.0).
The key assumptions in the calculations include profitability level, discount rate, long-term
In Sanoma Media Finland SBU, the impairment related mainly to TV programme rights. growth rate, as well as market positions. Assumptions are based on medium-term strategic
The impairments in the Sanoma Learning SBU mainly related to learning solutions and plans and forecasts made annually in each business unit and approved by the Sanoma
ICT systems. Executive Management Team and the Board in a separate process. Market position and
profitability level assumptions are based on past experience, the assessment of the SBU and
Allocation of goodwill and intangible assets with indefinite useful life Group management of the development of the competitive environment and competitive
For the purpose of impairment testing, goodwill has been allocated to two CGUs which are position of each CGU, as well as the impact of Sanoma’s transformation strategy and cost
operating segments/SBUs. The allocation of goodwill is as presented in the following table. savings initiatives.
OUR BUSINESSES Acquisition cost at 1 Jan 0.4 8.2 147.5 65.2 27.1 0.2 248.5
IN BRIEF Increases 4.0 8.7 2.1 0.4 15.2
Acquisition of operations 0.0 0.0 0.0 0.0
SUSTAINABILITY
Decreases -1.4 -9.7 -19.4 -0.8 -31.2
GOVERNANCE Reclassifications -0.3 -0.6 0.3 -0.3 -0.8
FINANCIALS Exchange rate differences 0.0 0.1 0.2 0.0 0.0 0.3
Acquisition cost at 31 Dec 0.4 6.6 141.4 54.5 28.8 0.3 232.0
Report of the
Board of Directors
Accumulated depreciation and impairment losses
■ Consolidated at 1 Jan -0.1 -2.6 -135.7 -46.3 -14.6 -199.3
Financial Statements Decreases, disposals and acquisitions 1.4 9.3 17.3 0.8 28.8
Parent Company Depreciation for the period 0.0 -5.2 -7.4 -2.7 -15.3
Financial Statements
Impairment losses for the period -0.4 -0.1 -6.1 0.0 -6.6
Boards proposal for Reclassifications 0.3 0.7 0.1 1.1
distribution of profits
Exchange rate differences 0.0 -0.1 -0.2 0.0 -0.3
Signatures of the Board Accumulated depreciation and impairment losses
Auditor’s Report at 31 Dec -0.1 -1.3 -131.1 -42.6 -16.5 -191.7
Carrying amount at 31 Dec 2023 0.3 5.2 10.2 11.9 12.3 0.3 40.3
Information for investors
Acquisition cost at 1 Jan 0.6 19.0 191.8 62.2 22.9 0.5 296.8
FINANCIALS Exchange rate differences 0.0 0.0 -0.2 0.0 0.0 -0.2
Acquisition cost at 31 Dec 0.4 8.2 147.5 65.2 27.1 0.2 248.5
Report of the
Board of Directors
Accumulated depreciation and impairment losses
■ Consolidated at 1 Jan -0.1 -12.7 -178.0 -33.2 -15.6 -239.7
Financial Statements Decreases, disposals and acquisitions 10.1 48.4 2.6 3.4 64.5
Parent Company Depreciation for the period 0.0 -6.9 -11.5 -1.7 -20.2
Financial Statements Impairment losses for the period 0.0 -4.2 -4.2
Boards proposal for Reclassifications 0.7 -0.6 0.1
distribution of profits
Exchange rate differences 0.0 0.0 0.1 0.0 0.2
Signatures of the Board Accumulated depreciation and impairment losses
at 31 Dec -0.1 -2.6 -135.7 -46.3 -14.6 -199.3
Auditor’s Report
Carrying amount at 31 Dec 2022 0.2 5.6 11.8 18.8 12.5 0.2 49.2
Information for investors
SUSTAINABILITY Machinery -2.4 -2.9 it is reasonably certain to exercise the option if there is a significant event or significant
Vehicles -3.0 -3.1 change in circumstances within its control. The most significant lease contracts are related
GOVERNANCE Total -33.3 -32.6 to properties of Sanomala and Sanoma House.
FINANCIALS
The Group also leases cars which have lease terms of three to five years. Machinery includes
Report of the CARRYING AMOUNT OF RIGHT-OF-USE ASSETS printing a press and some IT equipment. Most leased IT equipment and machinery are
Board of Directors
EUR million 31 Dec 2023 31 Dec 2022 leases of low-value items and the Group has elected not to recognise right-of-use assets
■ Consolidated
and lease liabilities for these leases. Also, short-term leases are reported as expense in
Financial Statements Carrying amount
income statement.
Buildings 118.0 130.8
Parent Company
Financial Statements Machinery 19.3 18.9
Lease liabilities are presented in Note 5.1.
Boards proposal for Vehicles 6.8 6.8
distribution of profits Total 144.2 156.5
Carrying amount of right-of-use assets has increased by EUR 0.1 million (2022: 7.0) due to
acquisitions.
Accrued income
The fair values of receivables do not significantly differ from the carrying amounts of The most significant items under accrued income relate to normal business activities and
receivables. include e.g. accruals for delivered newspapers and magazines.
The interests on loan receivables are based on the market interest rates and on
predetermined repayment plans.
Report of the Fair values at 31 Dec 2023 8.5 0.2 8.8 EUR million 2023 2022
Board of Directors Investment property, no rental income 0.0 0.0
■ Consolidated
Financial Statements INVESTMENT PROPERTY 2022
Land and Buildings and RENTAL INCOME OF INVESTMENT PROPERTY
Parent Company EUR million water structures Total
Financial Statements EUR million 2023 2022
Acquisition cost at 1 Jan 5.0 0.2 5.2
Boards proposal for Rental income of investment property 0.1 0.1
Acquisition cost at 31 Dec 5.0 0.2 5.2
distribution of profits
Signatures of the Board Accumulated depreciation and impairment losses at 1 Jan 0.0 0.0
Auditor’s Report Accumulated depreciation and impairment losses at 31 Dec 0.0 0.0
Information for investors Carrying amount at 31 Dec 2022 5.0 0.2 5.2 4.7 Equity-accounted investees
Fair values at 31 Dec 2022 13.3 0.2 13.5
INTERESTS IN JOINT VENTURES AND ASSOCIATED COMPANIES
The fair values of investment property have been determined by using either the yield value Interests in joint ventures 1.8 1.5
method or using the information on equal real estate business transactions in the market. Interests in associated companies 1.8 2.6
Also, outside surveyor has been used when determining the fair value. In yield method Total 3.6 4.1
policy and plan. The Investment Committee of Sanoma Group assists the board and Net interest 0.4 0.2
SUSTAINABILITY
managing director of the pension fund. The pension fund is entitled to use an external asset Past service cost -0.1
GOVERNANCE manager who is authorised to do investments in accordance with the investment policy. Effect of settlements -0.2 0.0
FINANCIALS The investments are allocated mainly to instruments, which have quoted prices in active Administration costs -0.2 -0.2
markets, like listed shares, bonds and investment funds. Total -1.8 -2.2
Report of the
Board of Directors
Finnish voluntary defined benefit pension plans are fully and statutory pension plans
■ Consolidated
partially funded. Per year-end the net pension liability can be specified as follows:
Financial Statements
Parent Company The risks in Finnish pension plans are mainly related to the adequacy of the pension
Financial Statements NET DEFINED BENEFIT PENSION LIABILITIES (ASSETS) IN THE BALANCE SHEET
liability and investment operations. The pension liability may prove insufficient if the related
Boards proposal for EUR million 2023 2022
insurance portfolio essentially differs from that of other pension institutions and the average
distribution of profits
lifetime exceeds the calculated assumption. A pension expense development forecast has Net defined benefit pension liabilities 3.4 4.1
Signatures of the Board Net defined benefit pension assets 28.4 15.7
been prepared for the pension fund in aid of risk management. The actuary of the pension
Auditor’s Report fund is responsible for the solvency of the pension liability. The pension fund’s key risks in Net defined benefit pension liability (asset) total -25.1 -11.6
Information for investors investment operations include the interest rate risk, stock market risk, credit risk, currency
risk and liquidity risk. Risks related to various asset classes are managed through the
effective distribution of investments between asset classes. Liquidity risks are managed by
making investments that can be converted into cash very rapidly.
The actuarial calculations for the Group’s defined benefit pension plans have been prepared
by external actuaries. In addition to pension plans, Sanoma Group has no other defined
benefit plans.
% 2023 2022
NET DEFINED BENEFIT PENSION LIABILITIES (ASSETS) IN THE BALANCE SHEET 2023 Discount rate 3.4 3.5
EUR million Finland Belgium Total Expected future salary increase 3.0 3.1
OUR BUSINESSES
Expected future pension increases 2.2 2.7
IN BRIEF Present value of funded obligations 126.3 10.4 136.7
Fair value of plan assets -154.3 -7.4 -161.7
SUSTAINABILITY
1
Expressed as weighted averages
Total -28.0 3.0 -25.1
GOVERNANCE
Assumptions regarding future mortality have been based on published statistics and
FINANCIALS mortality tables. The current longevities underlying the values of the defined benefit
NET DEFINED BENEFIT PENSION LIABILITIES (ASSETS) IN THE BALANCE SHEET 2022
obligations at the reporting date were as follows:
Report of the EUR million Finland Belgium Total
Board of Directors LONGEVITIES AT 31 DEC
Present value of funded obligations 135.6 8.8 144.4
■ Consolidated
Fair value of plan assets -150.8 -5.2 -155.9 Years 2023 2022
Financial Statements
Total -15.2 3.6 -11.6 Longevity at age 65 for current pensioners
Parent Company
Financial Statements Males 21.4 21.4
Females 25.4 25.4
Boards proposal for
The Sanoma Group’s estimated contributions to the defined benefit plans for 2024 are about
distribution of profits Longevity at age 65 for current members aged 45
EUR 1.4 million.
Signatures of the Board Males 23.7 23.7
PLAN ASSETS BY MAJOR CATEGORIES Females 28.1 28.1
Auditor’s Report
Information for investors % 2023 2022
Report of the
Board of Directors Current financial liabilities at amortised cost
Fair values of loans from financial institutions and other liabilities are close to their
carrying values. The fair value of the bond was EUR 198.67 million on 31 December, 2023
(2022: 191.75).
GOVERNANCE Other non-cash movements -8.1 5.1 27.0 24.0 -1.6 22.4
At 31 Dec 2022 599.4 100.1 164.9 864.4 5.3 869.7
FINANCIALS
Report of the 1 Jan 2023 599.4 100.1 164.9 864.4 5.3 869.7
Board of Directors Cash flows -75.8 -69.6 -31.1 -176.5 0.1 -176.4
■ Consolidated Acquisition of operations 0.1 0.1 0.1
Financial Statements Exchange rate differences 0.8 0.8 0.0 0.8
Parent Company Other non-cash movements 1 -274.3 270.9 20.1 16.8 -2.1 14.7
Financial Statements At 31 Dec 2023 249.4 301.4 154.9 705.6 3.3 709.0
Boards proposal for
distribution of profits 1
Other non-cash movements mainly include classifications between non-current and current financial liabilities.
SUSTAINABILITY of financial risks. Sanoma is exposed to interest rate, currency, liquidity and credit risks. Its procurement of IT services for the Group and programming rights for Nelonen Media, both
risk management aims to hedge the Group against material risks. The Sanoma Board of denominated in US dollars. The Group has adopted forward contracts as means of hedging
GOVERNANCE Directors has approved the guidelines in the Group Treasury Policy. against most significant currency exposures. Internal funding transactions within the
FINANCIALS Group are mainly carried out in the functional currency of the subsidiary. Group Treasury is
In the long term, to ensure financial flexibility and access to various forms of funding, responsible for monitoring and hedging the currency risks related to intra-Group loans.
Report of the Sanoma’s goal is to have a capital structure where net debt/adjusted EBITDA ratio is below
Board of Directors
3.0, and equity ratio is between 35% and 45%. The hedged currencies were USD, NOK and SEK. All other transactions in foreign currencies
■ Consolidated
were not material. If the hedged currencies weakened by 10% against the euro at the year
Financial Statements
Financial risks can be mitigated with various financial instruments and derivatives whose end date, the change in the value of forward contracts would decrease financial expenses
Parent Company use, effects and fair values are clearly verifiable. The Group used currency forward contracts by EUR 1.0 million (2022: 0.01 decrease). If the currencies strengthened by 10% against the
Financial Statements
to hedge against FX risks during the year. The Group does not apply hedge accounting. euro, financial expense would increase by EUR 1.0 million (2022: 0.01 increase). Derivative
Boards proposal for
instruments are used to hedge future cash flows, hence changes in their value will offset
distribution of profits
Interest rate risks changes in the value of cash flows.
Signatures of the Board
The Group’s interest rate risk is mainly related to changes in the reference rates and
Auditor’s Report loan margins of floating rate loans in the Group’s loan portfolio. In 2023, all loans were The Group is also exposed to translation risk resulting from converting the income statement
Information for investors denominated in euros. The Group manages its exposure to interest rate risk by ensuring that and balance sheet items of foreign subsidiaries into euros. Business operations outside
the interest duration of the gross debt of the Group is within a certain time range approved the euro area (countries in which the currency is not pegged to the euro) account for about
by the Sanoma Board of Directors as part of the Treasury Policy. According to the Treasury 11.7% (2022: 11.6%) of consolidated net sales and mainly consist of revenues in Polish
Policy, interest rate derivatives may also be utilised. zloty, Norwegian krone and Swedish krona. If all reporting currencies had been 10% weaker
against the euro during the year, the Group net sales would have decreased by EUR 14.8
LOAN PORTFOLIO BY INTEREST RATE AS AT YEAR END
million (2022: 13.7). If all reporting currencies had been 10% stronger against the euro, the
EUR million 2023 2022 Group net sales would have increased by EUR 18.1 million (2022: 16.7). A significant change
Floating-rate loans 349.5 492.7 in exchange rates may also have an effect on the value of the businesses in Poland, Norway
Fixed-rate loans 199.9 199.3 and Sweden. The Group did not hedge against translation risk in 2023, in accordance with
Total 549.4 692.0 the Treasury Policy approved by the Board.
Average duration, years 0.2 0.4
Average interest rate, % 4.1 2.6
Interest sensitivity, EUR million ¹ 3.1 4.4
1
Interest rate sensitivity is calculated by assuming a one percentage point increase in interest rates.
The sensitivity represents the effect on profit before taxes.
SUSTAINABILITY Term Loan. could lead to an early expiry of the loans and make the refinancing difficult in a situation
where an agreement with the banks would not have been achieved. The covenants could
GOVERNANCE The Group’s loans from financial institutions include customary covenants related to factors also be impacted by material changes in capital structure due to possible acquisitions or
FINANCIALS such as the use of pledges and mortgages, disposals of assets and key financial ratios. In disposals. In that case, covenant levels would be re-negotiated before the closing of any
all long-term loans from financial institutions Sanoma has financial covenants relating to such transaction. Sanoma's senior and hybrid bonds do not include any financial covenants.
Report of the
Board of Directors
■ Consolidated
Financial Statements
IFINANCIAL LIABILITIES
Parent Company
Financial Statements 2023 2022
Boards proposal for Undrawn Undrawn
distribution of profits EUR million Carrying amount Cash flow 1 from limits Total Carrying amount Cash flow1 from limits Total
Signatures of the Board Loans from financial institutions 349.5 392.8 400.0 792.8 423.0 469.1 300.0 769.1
Bonds 199.9 201.3 201.3 199.3 202.5 202.5
Auditor’s Report
Commercial paper programmes 0.0 0.0 69.7 70.0 70.0
Information for investors
Lease liabilities 154.9 154.9 154.9 164.9 164.9 164.9
Other interest-bearing liabilities 1.4 1.4 1.4 7.6 7.6 7.6
Trade payables and other liabilities ² 96.1 96.1 96.1 111.1 111.1 111.1
Derivatives
Inflow 0.0 -9.7 -9.7 0.0 -15.0 -15.0
Outflow 0.0 9.7 9.7 0.1 15.1 15.1
Total 801.8 846.5 400.0 1,246.5 975.6 1,025.2 300.0 1,325.2
1
The estimate of the interest liability is based on the interest level at the balance sheet date.
2
Trade payables and other liabilities do not include accrued expenses and advances received.
EUR million 2024 2025 2026 2027 2028 2029– Total EUR million 2023 2024 2025 2026 2027 2028– Total
Loans from financial institutions 120.6 63.6 208.7 392.8 Loans from financial institutions 40.9 164.6 58.6 204.9 469.0
Bonds 201.3 201.3 Bonds 1.3 201.3 202.6
OUR BUSINESSES
Commercial paper programmes 0.0 0.0 Commercial paper programmes 70.0 70.0
IN BRIEF
Lease liabilities 26.3 26.6 24.8 25.1 36.0 16.2 154.9 Lease liabilities 45.9 27.0 23.6 21.7 21.6 25.1 164.9
SUSTAINABILITY Other interest-bearing liabilities 1.4 1.4 Other interest-bearing liabilities 5.6 1.2 0.2 0.3 0.3 7.5
GOVERNANCE Trade payables and other liabilities¹ 96.1 96.1 Trade payables and other liabilities ¹ 111.1 0.0 111.1
Derivatives Derivatives
FINANCIALS
Inflow (-) -9.7 -9.7 Inflow (-) -15.0 -15.0
Report of the Outflow (+) 9.7 9.7 Outflow (+) 15.1 15.1
Board of Directors Total 445.6 90.2 233.4 25.1 36.0 16.2 846.5 Total 274.8 394.1 82.4 226.8 21.9 25.1 1,025.2
■ Consolidated
Financial Statements
1
Trade payables and other liabilities do not include accrued expenses and advances received. 1
Trade payables and other liabilities do not include accrued expenses and advances received.
Parent Company
Financial Statements
Boards proposal for
Credit risks business and types of customers (B2B and B2C). Loss rates are based on past information
distribution of profits
Sanoma’s credit risks are related to its business operations. Sanoma Group’s diversified on actual credit loss experience. These rates are adjusted by current information and future
Signatures of the Board
operations significantly mitigate credit risk concentration, and no individual customer or expectations on economic conditions where deemed necessary.
Auditor’s Report group of customers is material to the Group. The Group’s operational units are responsible
Information for investors for managing credit risks related to their businesses. As Sanoma has no business in Ukraine or Russia, the war launched by Russia against
Ukraine in February 2022 has a very limited direct impact on Sanoma’s business.
Sanoma applies the simplified approach permitted by IFRS 9 Financial Instruments for trade
receivables, which requires expected lifetime losses to be recognised from initial recognition Sanoma's other receivables include small items and risk involved to individual items is
of the receivables. Sanoma uses a provision matrix to measure expected credit losses of not considered material. Thus, no impairment allowance has been recognised for these
trade receivables. Loss rates are defined separately for different geographic regions, type of receivables.
When calculating the net debt/adjusted EBITDA ratio, the following adjustments are made to EUR million 2023 2022
the reported EBITDA: items affecting comparability are removed, the effects of acquisitions Interest-bearing liabilities 705.6 864.4
are added and the effects of divestments are deducted, and the effects of the investments in Cash and cash equivalents 65.9 41.0
programming and prepublication rights are deducted for the reporting period. Total 639.7 823.4
To strenghten the capital structure, the Group issued a hybrid bond of EUR 150 million in
Items that are regarded as interest-bearing liabilities are such short- or long-term liabilities
March 2023. The hybrid bond is subordinated to the Group’s other debt obligations, but
which have separately determined interest cost.
has priority over other equity items. The hybrid bonds bears a fixed coupon interest of
8.000 per cent per annum until 16 March 2026, which is payable annually if decided so Sanoma Group does not have an official credit rating.
GOVERNANCE
FINANCIALS Deposits may include overnight deposits and money market deposits with maturities less
than three months. These are cash equivalents which are held to meet short-term payment
Report of the obligations. Average maturity is very short and the fair values do not differ significantly from
Board of Directors
the carrying amounts.
■ Consolidated
Financial Statements
CASH AND CASH EQUIVALENTS IN THE CASH FLOW STATEMENT
Parent Company
Financial Statements EUR million 2023 2022
Boards proposal for Cash and cash equivalents in the balance sheet 65.9 41.0
distribution of profits
Bank overdrafts -0.8
Signatures of the Board Total 65.1 41.0
Auditor’s Report
Information for investors
Cash and cash equivalents in the cash flow statement include cash and cash equivalents
less bank overdrafts.
Fund for invested unrestricted equity The current interest period of EUR 12 million has been booked as a liability as of 31
The fund for invested unrestricted equity includes other equity-related investments and that December 2023, as the obligation to pay the interest for the full interest cycle (12 months)
part of the share subscription price which is not recognised in share capital according to a arose when the AGM on 19 April 2023 decided to distribute dividends.
specific decision.
Translation differences
Hybrid loan Translation differences include those items that have arisen in converting the financial
To strenghten the capital structure, the Group issued a hybrid bond of EUR 150 million in statements of foreign group companies from their operational currencies into euros.
March 2023. The hybrid bond is subordinated to the Group’s other debt obligations, but
has priority over other equity items. The hybrid bonds bears a fixed coupon interest of Information on the capital risk management is presented in Note 5.2 Financial risk
8.000 per cent per annum until 16 March 2026, which is payable annually if decided so management.
SUSTAINABILITY Total 25.2 25.2 accumulation. Sanoma considered this payment to be a deposit with the tax authority while
the dispute was ongoing, and consequently reported the amount paid as a receivable.
GOVERNANCE On August 2021, the tax authorities made an ex officio decision on a corporate income tax
Other commitments
FINANCIALS Royalties 0.5 0.2 adjustment as a consequence of value added tax adjustment and refunded EUR 3 million of
SUSTAINABILITY Sanoma Group are not presented as related party transactions because they are eliminated Joint ventures 0.1 0.1 0.0
in the consolidated figures. The transactions of the other shareholders of joint ventures are Associates 2.1 1.6 0.3
GOVERNANCE not presented as related party transactions because those shareholders are not considered Total 2.2 1.7 0.3
FINANCIALS to be related parties on the basis of the joint control agreement. Subsidiaries are presented Purchase of goods and services
in Note 6.4. In addition, the Sanoma Group’s related parties include pension fund and Entities controlled by management
Report of the employees’ profit-sharing funds. Besides pension fund, transactions with those parties are personnel 0.0
Board of Directors
not material. Associates 0.3 0.2 0.0
■ Consolidated Total 0.3 0.2 0.0
Financial Statements
Pension funds are described in more detail in accounting policies and pension calculations
Parent Company in Note 4.9. The sale of goods and services to related parties are based on the Group’s effective
Financial Statements
market prices.
Boards proposal for
The Sanoma Group had no other significant related parties, which indicate related
distribution of profits
party definitions or with which significant related party transactions exist during the 6.2 Share-based payments
Signatures of the Board
financial year.
Auditor’s Report Performance share plan and restricted share plan
Information for investors Transactions and outstanding balances with associated companies, joint ventures and The Performance Share Plan and the Restricted Share Plan form the long-term part of the
entities controlled by management personnel are presented in the following table. remuneration and commitment programme for the executives and other selected key
employees of Sanoma and its subsidiaries. The purpose of the Performance Share Plan and
the Restricted Share Plan is to encourage the executives and the selected key employees to
work on a long-term basis to increase shareholder value and to commit to the company.
1 Jan 2022
OUR BUSINESSES
Outstanding at the beginning of the
IN BRIEF reporting period 505,232 155,426 479,760 38,250 11,900 1,190,568
SUSTAINABILITY
Changes during the period
GOVERNANCE
Granted 18,412 546,432 10,000 10,000 15,000 599,844
FINANCIALS Forfeited 1,446 12,408 97,117 6,432 3,000 120,403
Exercised 503,786 38,250 542,036
Report of the
Board of Directors
31 Dec 2022
■ Consolidated
Financial Statements Outstanding at the end of the period 0 143,018 401,055 540,000 0 10,000 21,900 12,000 1,127,973
Parent Company
Financial Statements 1 Jan 2023
31 Dec 2023
Outstanding at the end of the period 0 387,277 514,344 696,864 0 16,000 10,875 41,000 1,666,360
1
Sanoma Performance Share Plan has been adopted in 2013. Sanoma Restricted Share Plan has been adopted in 2014. Number of Sanoma performance shares granted in the Performance Share Plan 2022–2024
and Performance Share Plan 2023–2025 to the President and CEO and EMT members is presented on target level. Should the maximum level of performance measures be reached the earned share reward is
150% of the shares at target level. Performance period for PSP 2022–2024 is years 2022–2023 and for Performance Share Plan 2023–2025 year 2023. Shares conditionally granted to the President and CEO
and EMT members under the Performance Share and Restricted Share Plan are subject to share ownership requirement that is determined by the Board of Directors in accordance with the Human Resources
Committee’s proposal. Until the required shareholding is achieved, the President and the CEO and EMT members are required to hold (and not sell) at least 50% of performance and restricted shares received.
Figures include the remuneration (meeting fees, base salaries, fringe benefits, short- and long-term incentives) that has been paid for assignments handled by those persons during
the period. EMT members do not receive separate remuneration for their Board memberships in the Group companies. Performance and restricted share plan costs include costs during
membership. The Group has no outstanding receivables or loans from the management. Remuneration does not include pension costs. The pension cost of the President and CEO and EMT is
presented in paragraph Other benefits of the management.
1
Sanoma Performance Share Plan has been adopted in 2013. Sanoma Restricted Share Plan has been adopted in 2014. Number of Sanoma performance shares granted in the Performance Share Plan 2022-
2024 to the President and CEO and EMT members is presented on target level. Should the maximum level of performance measures be reached the earned share reward is 150% of the shares at target level.
Performance period for PSP 2022-2024 is years 2022-2023. Shares conditionally granted to the President and CEO and EMT members under the Performance Share and Restricted Share Plan are subject to share
ownership requirement that is determined by the Board of Directors in accordance with the Human Resources Committee’s proposal. Until the required shareholding is achieved, the President and the CEO and
EMT members are required to hold (and not sell) at least 50% of performance and restricted shares received.
Figures include the remuneration (meeting fees, base salaries, fringe benefits, short- and long-term incentives) that has been paid for assignments handled by those persons during
the period. EMT members do not receive separate remuneration for their Board memberships in the Group companies. Performance and restricted share plan costs include costs during
membership. The Group has no outstanding receivables or loans from the management. Remuneration does not include pension costs. The pension cost of the President and CEO and EMT is
presented in paragraph Other benefits of the management.
SUSTAINABILITY to the short-term incentive plan approved each year by the Board of Directors. The
performance criteria set at the beginning of the year in the 2023 short-term incentive plan
GOVERNANCE of EMT members were based on achieving financial targets of operational EBIT, free cash
FINANCIALS flow and net sales as well as sustainability targets linked to Employee Engagement Survey
results and certain data and privacy targets. For the year 2023, the short-term incentive
Report of the earning opportunity for the President and CEO was set at 66.7% of her annual salary at
Board of Directors
target level and 100% at maximum level. For other EMT members, the short-term incentive
■ Consolidated
earning opportunity set at the beginning of the year 2023, varied from 45% to 60% of salary
Financial Statements
at target level and from 67.5% to 90% at maximum level.
Parent Company
Financial Statements
The President and CEO and EMT members are part of Sanoma’s long-term incentive
Boards proposal for
schemes. The long-term incentives are part of the Group’s incentive and commitment
distribution of profits
programme and are distributed by the Sanoma Board of Directors, in accordance with the
Signatures of the Board
Human Resources Committee’s proposal.
Auditor’s Report
Information for investors Notifications of the President and CEO’s transactions are announced on Group’s
website sanoma.com as of 3 July 2016. More details on remuneration is available in
the Remuneration Report and at sanoma.com/en/investors/corporate-governance/
remuneration/.
The additional pension benefits of the President and CEO and other EMT members are
based on defined contribution. The President and CEO is entitled to an additional pension
benefit contribution, which amounts to 15% of her salary. The President and CEO’s and part
of the EMT members’ retirement age is the usual retirement age in their home country.
FINANCIALS Subsidiaries of Sanoma Learning B.V. Tutorhouse Oy, Finland 100.0 100.0
Bureau ICE B.V., The Netherlands 100.0 itslearning AS, Norway 100.0 100.0
Report of the L.C.G. Malmberg B.V., The Netherlands 100.0 Sanoma Educación, S.L., Spain 100.0 100.0
Board of Directors
Uitgeverij Van In N.V., Belgium 100.0 Ítaca, S.L., Spain 100.0 100.0
■ Consolidated
Iddink Group B.V., The Netherlands 100.0 ITSL KeyMgmt AS, Norway 100.0 100.0
Financial Statements
Uitgeverij Essener B.V., The Netherlands 100.0 Sanoma Italia S.p.A, Italy 100.0 100.0
Parent Company
Financial Statements Gelukskoffer Scholen B.V., The Netherlands 100.0 Stark Verlag GmbH, Germany 100.0 100.0
Sanoma Media Russia & CEE B.V., The Subsidiaries of Sanoma Educación S.L.
Boards proposal for Netherlands 100.0
distribution of profits Grup Promotor D´Ensenyement i Difusió en
Subsidiary of Sanoma Trade Oy Catalá, S.L., Spain 100.0
Signatures of the Board Forum Cinemas Ltd, Ukraine 100.0 Edicions Voramar, S.A., Spain 100.0
Auditor’s Report Subsidiaries of Sanoma Media Finland Ltd Ediciones Grazalema, S.L., Spain 100.0
Information for investors Netwheels Oy, Finland 55.8 55.8 Edicions Obradoiro, S.L., Spain 100.0
Sanomala Oy, Finland 100.0 100.0 Zubia Editoriala, S.L., Spain 100.0
Sanoma Kids Finland Oy, Finland 100.0 100.0 Sanoma Infantil y Juvenil, S.L., Spain 100.0
Sanoma Tekniikkajulkaisut Oy, Finland 60.0 60.0 Clickart, Taller De Comunicacio, S.L., Spain 100.0
Oy Suomen Tietotoimisto - Finska Notisbyrån Ab, Subsidiaries of itslearning AS
Finland 75.4 75.4
itslearning UK Ltd, United Kingdom 100.0
Kaiku Entertainment Oy, Finland 100.0 100.0
itslearning AB, Sweden 100.0
H.I.P. Music Productions Oy, Finland 100.0 100.0
itslearning GmbH, Germany 100.0
Sanoma Manu Oy, Finland 100.0 100.0
itslearning France SA, France 100.0
Valopilkku Oy, Finland 100.0 100.0
itslearning A/S, Denmark 100.0
Sanoma Media Rauma Oy, Finland 100.0 100.0
itslearning München GmbH, Germany 100.0
Rauman Suorajakelu Oy, Finland 100.0 100.0
■ Consolidated
In 2023, Sanoma did not have subsidiaries with material non-controlling interests. Total non-
Financial Statements
controlling interest reported in the balance sheet 31 Dec 2023 is EUR 2.6 million (2022: 7.0).
Parent Company
Financial Statements
Boards proposal for ASSOCIATED COMPANIES AND JOINT VENTURES AT 31 DEC 2023
distribution of profits
Sub-group’s Book value
Parent Parent in Parent
Signatures of the Board Company Company Group Company,
holding, % holding, % holding,% EUR million
Auditor’s Report
Sanoma Corporation
Information for investors
Valkeakosken Yhteistalo Oy, Finland 21.9 21.9 0.2
Sanoma Media Finland Ltd
Story House Egmont Oy Ab, Finland 50.0 50.0
Platco Oy, Finland 33.3 33.3
Media Metrics Finland Oy, Finland 25.0 25.0
Beely Oy, Finland 30.6 30.6
Suomen Nettikirpputorit Oy, Finland 0.0 0.0
Oy Suomen Tietotoimisto - Finska
Notisbyrån Ab
Retriever Suomi Oy, Finland 49.0
L.C.G. Malmberg B.V.
Methodeonderzoek V.O.F., The Netherlands 25.0
A.S.S.U. Adressenbestand Samenwerkende
Schoolboeken Uitgevers V.O.F, The Netherlands 50.0
0.2
■ Parent Company
Financial Statements
Parent Company balance sheet, FAS
Boards proposal for
distribution of profits
Assets Equity and liabilities
Signatures of the Board
EUR million Note 31 Dec 2023 31 Dec 2022 EUR million Note 31 Dec 2023 31 Dec 2022
Auditor’s Report
NON-CURRENT ASSETS SHAREHOLDERS' EQUITY 12
Information for investors
Intangible assets 8 3.4 4.2 Share capital 71.3 71.3
Tangible assets 9 4.7 7.1 Treasury shares -4.1 -5.2
Investments 10 1,438.9 1,513.4 Fund for invested unrestricted equity 209.8 209.8
Long-term receivables 11 1.8 2.4 Retained earnings 401.9 337.8
NON-CURRENT ASSETS, TOTAL 1,448.8 1,527.1 Profit for the year 0.9 123.0
SHAREHOLDERS' EQUITY, TOTAL 679.7 736.7
CURRENT ASSETS
Short-term receivables 11 71.9 125.1 APPROPRIATIONS 13 0.9 0.5
Cash and cash equivalents 44.5 19.2
CURRENT ASSETS, TOTAL 116.4 144.2 LIABILITIES
Non-current liabilities 14 399.7 599.2
ASSETS, TOTAL 1,565.2 1,671.3 Current liabilities 15 484.9 334.9
LIABILITIES, TOTAL 884.6 934.1
EQUITY AND LIABILITIES, TOTAL 1,565.2 1,671.3
OPERATIONS INVESTMENTS
OUR BUSINESSES Result for the period 0.9 123.0 Acquisition of tangible and intangible assets -0.7 -3.6
IN BRIEF Adjustments Sales of tangible and intangible assets 5.4 0.1
■ Parent Company Change in trade and other payables, and provisions -4.5 -4.3 FINANCING
Financial Statements Dividends received 1.9 63.0 Change in loans with short maturity -68.9 69.7
Boards proposal for Interest paid -28.6 -8.0 Drawings of other loans 189.3 344.5
distribution of profits Other financial items 2.8 -0.7 Repayments of other loans -179.1 -235.7
Signatures of the Board Taxes paid 0.2 -8.2 Dividends paid -60.4 -88.1
Auditor’s Report CASH FLOW FROM OPERATIONS -13.7 37.3 Group contributions 48.6 46.0
CASH FLOW FROM FINANCING -70.5 136.4
Information for investors
practices applied by Sanoma Corporation and accounting principles of IFRS standards are Management and service fees 63.4 57.8
FINANCIALS
mainly consistent thus the main accounting principles are available in accounting policies Total 63.4 57.8
Report of the of consolidated financial statements.
Board of Directors
Net sales by market areas
Consolidated The most significant differences between the accounting policies of Parent company and Finland 28.1 28.9
Financial Statements
Sanoma Group are the following: Other EU-countries 32.2 25.6
■ Parent Company
Other countries 3.1 3.3
Financial Statements
Pensions Total 63.4 57.8
Boards proposal for
Statutory pension cover of Sanoma Corporation’s employees is managed by pension
distribution of profits
insurance companies. Supplementary pension benefits are managed by Sanoma Pension 3. Other operating income
Signatures of the Board
Fund and by insurance companies. Pension settlements and pension costs are recognised
Auditor’s Report during the period in which they are incurred. The potential deficit of pension fund’s pension EUR million 2023 2022
Information for investors liability has been recognised as an obligatory provision under the balance sheet of Sanoma Rental income 0.1 0.1
Corporation.
Capital gains 3.0 1.9
Other 0.3 2.1
Interest in Group companies
Total 3.4 4.1
Interest in Group companies is measured at cost less any impairment losses. Interest in
Group companies is tested for impairment annually. Impairment testing also includes net
receivables from subsidiaries.
The fair value of the subsidiary shares has been assessed based on income approach, in
which the fair value of investment is calculated based on the discounted cash flow model
(DCF) or the dividend discount model. Impairment need is assessed by comparing the fair
value of the subsidiary shares to the book value in the parent company’s balance sheet and
possible write-down is booked through profit or loss.
■ Parent Company Book value at 31 Dec 2023 0.0 3.4 0.0 3.4
Financial Statements
Boards proposal for
distribution of profits INTANGIBLE ASSETS 2022
Immaterial Other Advance
Signatures of the Board EUR million rights intangible assets payments Total
Auditor’s Report Acquisition cost at 1 Jan 0.0 14.8 2.4 17.2
Information for investors Increases 1.7 1.3 3.0
Decreases -7.5 -1.4 -8.9
Reclassifications 1.1 -1.3 -0.2
Acquisition cost at 31 Dec 0.0 10.2 1.0 11.2
■ Parent Company
Financial Statements
TANGIBLE ASSETS 2022
Boards proposal for
Machinery and Advance
distribution of profits EUR million Land and water equipment Other payments Total
Signatures of the Board Acquisition cost at 1 Jan 6.4 1.3 0.3 0.2 8.2
Auditor’s Report Increases 0.2 0.2
Information for investors Decreases -0.7 -0.7
Reclassifications -0.2 -0.2
Acquisition cost at 31 Dec 6.4 0.9 0.3 7.6
FINANCIALS
Accumulated impairment losses at 1 Jan -730.2 -0.8 -731.0
Report of the Decreases 717.3 717.3
Board of Directors
Accumulated impairment losses at 31 Dec -12.9 -0.8 -13.7
Consolidated Book value at 31 Dec 2023 622.6 811.7 0.2 4.4 1,438.9
Financial Statements
■ Parent Company
Financial Statements
INVESTMENTS 2022
Boards proposal for Interest in
distribution of profits Interest in Group Receivables from associated Other shares
EUR million companies Group companies companies and holdings Total
Signatures of the Board
Acquisition cost at 1 Jan 1,362.7 687.4 0.2 5.2 2,055.6
Auditor’s Report
Increases 0.1 198.7 198.8
Information for investors Decreases 1
-10.0 -10.0
Acquisition cost at 31 Dec 1,352.8 886.2 0.2 5.2 2,244.4
1
In 2022, decreases in interests in Group companies include capital refunds of EUR 10.0 million.
Boards proposal for Accrued income 22.9 82.8 Fund for invested unrestricted equity at 31 Dec 209.8 209.8
distribution of profits
Total 63.9 118.3
Signatures of the Board Retained earnings at 1 Jan 460.8 424.9
1
Most significant items under accrued items are the Group contributions and interest income accruals. Dividends paid -60.4 -88.1
Auditor’s Report
Share based payments 2.2 1.6
Information for investors
Shares delivered -0.7 -0.6
Retained earnings at 31 Dec 401.9 337.8
Further information on share capital is presented in Note 5.4 to the Financial Statements.
OUR BUSINESSES Fund for invested unrestricted equity 209.8 209.8 Loans from financial institutions 100.8 25.0
IN BRIEF Retained earnings 401.9 337.8 Commercial papers 69.7
Result for the year 0.9 123.0 Trade payables 1.8 7.2
SUSTAINABILITY
Total 608.5 665.4 Accrued expenses 1
20.2 10.3
GOVERNANCE Advances received 0.3 0.0
SUSTAINABILITY
Contingencies incurred on behalf of Group companies
GOVERNANCE
Guarantees 118.4 151.5
FINANCIALS Total 118.4 151.5
Report of the
Board of Directors Other liabilities 1 54.6 64.0
Consolidated Total 54.6 64.0
Financial Statements
■ Parent Company
Total 188.0 230.5
Financial Statements
Boards proposal for
1
Other liabilities include commitments of contracts. In 2022, a new significant contract was signed with
an external operator.
distribution of profits
Signatures of the Board
Auditor’s Report
NOMINAL VALUES OF DERIVATIVES
Information for investors
EUR million 2023 2022
Currency derivatives
Forward exchange contracts, external 9.7 15.0
Forward exchange contracts, internal 0.0 0.0
Total 9.8 15.1
Currency derivatives
Forward exchange contracts, external 0.0 -0.1
The second instalment of EUR 0.13 per share shall be paid in September 2024. The second instalment
shall be paid to a shareholder who is registered in the shareholder register of the Company
maintained by Euroclear Finland Ltd on the dividend record date, which, together with the dividend
payment date, shall be decided by the Board of Directors in its meeting scheduled for 12 September
2024.
The third instalment of EUR 0.11 per share shall be paid in November 2024. The third instalment shall
be paid to a shareholder who is registered in the shareholder register of the Company maintained by
Euroclear Finland Ltd on the dividend record date, which, together with the dividend payment date,
shall be decided by the Board of Directors in its meeting scheduled for 30 October 2024.
FINANCIALS
Auditor's note
A report on the audit performed has been issued today.
Helsinki, 1 March 2024
PricewaterhouseCoopers Oy
Authorised Public Accountants
Samuli Perälä
APA
OUR BUSINESSES To the Annual General Meeting of Sanoma Corporation We believe that the audit evidence we have obtained is sufficient and appropriate to provide
IN BRIEF a basis for our opinion.
Consolidated Refer to Accounting policies for consolidated Our audit procedures included, for example, the
Based on our professional judgement, we determined certain quantitative thresholds for financial statements and Note 3.2. following:
Financial Statements As of December 2023, Goodwill amounted to • We obtained an understanding of the
materiality, including the overall group materiality for the consolidated financial statements
EUR 812 million. Other intangible assets and methodology used in the goodwill impairment
Parent Company as set out in the table below. These, together with qualitative considerations, helped us to immaterial rights amounted to EUR 537 million testing
Financial Statements including other intangible assets identified in
determine the scope of our audit and the nature, timing and extent of our audit procedures • We tested the mathematical accuracy of the
business combinations. calculations
Boards proposal for
and to evaluate the effect of misstatements on the financial statements as a whole.
distribution of profits Goodwill is not amortized but tested at least once • We assessed the reasonableness of the
a year for possible impairment. Other intangible estimated future profitability levels and their
Signatures of the Board assets are amortized using the straight-line consistency with the approved budgets and
Overall group materiality 9,300,000 euros forecasts
method over their useful lives. For the purpose of
■ Auditor’s Report How we determined it We used a combination of net sales and result before taxes impairment testing, goodwill has been allocated • We tested the reasonableness of the discount
as benchmarks to determine overall group materiality. to two cash flow generating units (CGU): rates, the long-term growth rates, and other
Information for investors • Sanoma Learning, goodwill of EUR 701 million assumptions by e.g., comparing the inputs to
Rationale for the materiality We determined that net sales and result before taxes as observable market data
• Sanoma Media Finland, goodwill of EUR 112
benchmark applied a combination provide a suitable representation of the
million. • We tested management’s sensitivity
volume of Sanoma’s operations and profitability.
analysis to ascertain the extent of change in
The goodwill impairment testing is carried out key assumptions that either individually or
by determining the present value of future cash collectively could result in an impairment of
flows of the CGUs. This assessment involves goodwill
How we tailored our group audit scope considerable management judgment with respect • We evaluated the management’s estimate of
to assumptions used in the cash flow projections the amortization period used for intangible
At the end of 2023 Sanoma Group includes two reportable segments: Sanoma Learning specifically relating to the long-term growth rate, assets, including those identified in business
profitability level and discount rate. combinations.
and Sanoma Media Finland. Sanoma Learning’s main markets are the Netherlands, Spain,
• We assessed the adequacy of the disclosures.
Poland, Italy, Belgium, and Finland. We have scoped our audit to obtain sufficient audit The valuation of goodwill and other intangible
assets identified in business combinations
coverage of Sanoma Group consolidated financial statements. The group audit scope are considered a key audit matter due to
their financial significance as well as due to
encompassed the most significant group companies and covers the vast majority of group’s the management judgement involved in the
revenues, assets and liabilities. valuation.
As part of an audit in accordance with good auditing practice, we exercise professional We also provide those charged with governance with a statement that we have complied
judgment and maintain professional scepticism throughout the audit. We also: with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
■ ●Identify and assess the risks of material misstatement of the financial statements, independence, and where applicable, related safeguards.
whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a From the matters communicated with those charged with governance, we determine those
basis for our opinion. The risk of not detecting a material misstatement resulting from matters that were of most significance in the audit of the financial statements of the current
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, period and are therefore the key audit matters. We describe these matters in our auditor’s
intentional omissions, misrepresentations, or the override of internal control. report unless law or regulation precludes public disclosure about the matter or when, in
In our opinion
■ ●the information in the report of the Board of Directors is consistent with the information in
the financial statements
■ ●the report of the Board of Directors has been prepared in accordance with the applicable
laws and regulations.
If, based on the work we have performed, we conclude that there is a material misstatement
of the other information, we are required to report that fact. We have nothing to report in
this regard.