According to Elisa's Articles of Association, the Board of Directors comprises a minimum of five and a maximum of nine members. The members of the Board are appointed at the Annual General Meeting for a one-year term of office starting at the close of the relevant General Meeting, and ending at the close of the next Annual General Meeting. The Board of Directors has elected a chairman and deputy chairman from among its members. From Annual General Meeting 2018 onwards, the General Meeting shall elect the Chairman and the Deputy Chairman of the Board of Directors.
At its organising meeting, the Board of Directors annually decides upon committees, their chairs and members. In 2017, the acting committees were: the Compensation and Nomination Committee and the Audit Committee. The duties and charters of the committees are adopted by the Board of Directors.
At the Annual General Meeting of 6 April 2017, seven (7) members were elected to the Board of Directors. Mr Raimo Lind, Ms Clarisse Berggårdh, Mr Petteri Koponen, Ms Leena Niemistö, Ms Seija Turunen and Mr Mika Vehviläinen were re-elected as members of the Board of Directors and Mr Antti Vasara as a new member of the Board of Directors.
The Board has assessed that each member of the Board of Directors is independent of the company and of any significant shareholders.
Information on the members of the Board of Directors
The Board attends to the administration and proper organisation of the company's operations in accordance with the Finnish Limited Liability Companies Act and other regulations. The Board decides on matters that under law are subject to decision by the Board. The company’s Board of Directors has adopted a charter for itself.
The charter tasks the Board with determining the company's strategic guidelines and the targets for Elisa's management, and with monitoring their achievement. The Board must also appoint the CEO and decide on the composition of the Executive Board. The Board of Directors regularly monitors financial performance and the development of the company's financial standing. The Board also supervises the compliance of Elisa's administration, and the management of business and other risks. The Board addresses major investments in and disposal of businesses or assets, and also sets the boundaries for the company's management in executing operational investments and financial arrangements.
According to the charter, the following are particularly subject to the Board’s decision:
- Elisa's strategic guidelines
- distribution policy
- convening General Meetings and submitting proposals
- matters having to do with Elisa's stock and Elisa shareholders
- major mergers and acquisitions, as well as investments
- financial statements, half year financial reports and interim reports
- appointment, dismissal and terms of employment of the CEO and members of the Executive Board.
The charter also specifies other matters to be addressed by the Board, such as adopting the annual financial plan, the principles of the company's organisation and the main business policies. The Board conducts an annual self-evaluation of its activities executed in the form of a questionnaire. Members of the Board of Directors are not allowed to participate in decision-making for which they must legally disqualify themselves due to conflict of interests.
Compensation and Nomination Committee
According to its charter, the Compensation and Nomination Committee deals with and prepares the appointment and dismissal of persons within management, management succession planning and development, matters associated with long-term incentive schemes applicable to management, and other matters relating to the remuneration of management. The Committee also deals with incentive schemes for Elisa's personnel.
In 2017, the Compensation and Nomination Committee comprised the Chairman of the Board, Mr Raimo Lind (Committee Chairman), and members Mr Petteri Koponen, Ms Leena Niemistö and Mr Mika Vehviläinen.
The Audit Committee is tasked with supervising the proper organisation of the company's accounting and financial administration, financing, internal and financial auditing, and risk management. As regarding financial reporting and auditing, the Audit Committee specifically monitors and assesses the company's financial reporting system, the effectiveness of internal control and auditing and risk management systems, and the independence of the auditor and in particular the provision of non-audit services. According to its charter, the following in particular shall be addressed and prepared by the Audit Committee:
- significant changes in recognition principles
- significant changes in items measured on the balance sheet
- follow-up to ensure the independence of the auditor
- matters reported by internal auditing
- financial statements, half year financial reports, interim reports and Corporate Governance Statement
- risk reports and organisation of risk management
- organisation of financial administration and financing.
The Committee also regularly reviews reports from internal auditing and the financial auditors, and prepares proposals on the audit.
In 2017, the Chairwoman of the Audit Committee was Ms Seija Turunen and the members were Ms Clarisse Berggårdh, Mr Jaakko Uotila (until 6 April 2017), and Mr Antti Vasara (since 6 April 2017). The principal auditor also attends Committee meetings.