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Structure and
Compensation Committee
The Structure and Compensation
Committee directs the development of
the Group’s structure and key business
areas. The Committee also prepares mat-
ters relating to executive appointments,
the terms and conditions of corporate
executives’ contracts, their salaries, com-
pensation systems, and principles of com-
pensation. In 2011, the Structure and
Compensation Committee consisted of
three members: Lauri Ratia (Chairman),
Eva Persson and Jussi Lystimäki. The
Committee convened four times, with an
attendance rate of 100 percent.
ceo
The Board of Directors appoints the
ceo, who is responsible for manag-
ing and developing the Group’s oper-
ations in accordance with the provi-
sions and guidelines laid down in the
Limited Liability Companies’ Act and
the Articles of Association and as issued
by the Board. The ceo is responsible for
ensuring the legality of accounting and
the reliability of asset management. The
ceo is directly responsible for the fol-
lowing functions: implementation of
Group strategy, financial administration,
general administration, the direction
and supervision of the business areas,
public and stakeholder relations, and the
preparation of Board meetings. The ceo
regularly reports to the Board on the
Group’s operational performance and
financial position. Since August 8, 2005,
the ceo of Edita Plc has been Timo
Lepistö, ll.m., born in 1959.
Group management team
The Group Management Team com-
prises the ceo and, as appointed by
the Board on the basis of the Structure
and Compensation Committee’s pro-
posal, the Chief Financial Officer,
the Human Resources Director, the
Communications Director, and the
Managing Directors of the business
areas. The Management Team is respon-
sible for making action plans to imple-
ment Group strategy in the business
units, for examining annual business
plans and budgets, for monitoring profit
performance and taking any measures
needed to rectify poor performance, for
coordinating and monitoring the imple-
mentation of investment plans, for over-
seeing the implementation of business
restructuring, for supervising risk man-
agement, and for monitoring major day-
to-day operating actions and decisions.
None of the Group Management Team
members or those close to them has any
significant business relationships with
companies in the Edita Group.
Business areas
Edita’s business is divided into four busi-
ness areas: Marketing Services, Editorial
Communication, Publishing, and Print
& Distribution.
Compensation
Compensation of Board members
The Annual General Meeting decides
on the compensation of Board members
annually. Members of the Board and its
Committees are remunerated financially.
Members of the Board are not entitled
to incentive systems based on shares or
share derivatives.
Compensation of the ceo and corpo-
rate executives
The compensation of the ceo and mem-
bers of the Group Management Team
consists of a fixed monthly salary, stand-
ard benefits, a performance-based bonus
which is based on annually decided crite-
ria that must be met for the bonus to be
paid, and a long-term compensation sys-
tem. Edita does not use incentive systems
based on shares or share derivatives. The
Board of Edita Plc decides the terms and
conditions of the contracts of the ceo
and members of the Group Management
Team. Every year the Board sets tar-
gets, based on the budget and operating
plans, that must be met for bonuses to be
paid, and decides on the compensation
of the ceo and members of the Group
Management Team. As regards others
than the ceo and members of the Group
Management Team, the Board decides
on the principles of compensation on the
basis of the Structure and Compensation
Committee’s proposal. The ceo is enti-
tled to a performance-based bonus,
which is no more than 40 percent of his/
her annual taxable earnings. The mem-
bers of the Group Management Team are
entitled to a performance-based bonus,
bus i ness
corporate governance
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edita’s year 2011