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 General Meeting. The Board of Directors elects a chairman and deputy chairman from among its members.
At present, the Board of Directors comprises 7 members. The Annual General Meeting of 31 March 2016 elected the following Board members: Mr Raimo Lind (Chairman), Mr Mika Vehviläinen (Deputy Chairman), Ms Clarisse Berggårdh, Mr Petteri Koponen, Ms Leena Niemistö, Ms Seija Turunen and Mr Jaakko Uotila.
All Board members are independent of the company and of the company’s significant shareholders.
At its organising meeting, the Board of Directors annually decides upon committees, their chairs and members. In 2016, 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.
Information on the members of the Board of Directors
Chairman of the Board
(1953), M.Sc (Econ.), Helsinki School of Economics.
Member since 2009 and chairman since 2012.
Key employment history: Wärtsilä, Senior Executive Vice President and deputy to the CEO 2005–2013, CFO 1998-2013; Tamrock; Coal division president, Service division president, CFO 1992–1997; Scantrailer, MD, 1990–1991; Wärtsilä, Service division, Vice president, Wartsila Singapore Ltd, MD, Diesel division, VP Group Controller 1976–89.
Main Board memberships and public duties currently undertaken: Chairman of the Board: Evac Group Oy and Nest Capital. Member of the Board: HiQ AB and Nokian Tyres.
Member since 2016.
Key employment history: Pohjoisranta Burson-Marsteller, CEO 2016–; IUM Finland, CEO 2014–2016; Sanoma Magazines Finland, CEO 2010–2013; Advertising Sales Director 2006–2010; Dagmar Media Agency, Client Director 2003–2006; Codetoys, Business Director 2001–2003; Valio, Marketing manager 1994–2000.
Main Board memberships and public duties currently undertaken: Member of the Board: Fingertip Ltd since 2013–; Member of the Board, Suomen Mentorit since 2014–.
Member since 2014.
Member since 2010.
Key employment history: Pihlajalinna Oyj, Senior advisor 2016–. Dextra Oy, CEO 2003–2016. Pihlajalinna Oyj, Vice President, 2013–2016.
Main Board memberships and public duties currently undertaken:
Member since 2014.
Key employment history: Advisor to the Board Finnlines Oyj 2013–2014. Vice President and CFO Finnlines Oyj 2007–2013, and Director of Harbor Functions and CEO of harbor companies (Finnsteve-yhtiöt) 2010–2013. Director of Finance Finnlines Oyj 1992–2007. Other positions before 1992: Kansallis-Osake-Pankki, Midland Montagu, Finca, Enso-Gutzeit.
Main Board memberships and public duties currently undertaken: Chairwoma of the Board of Finnpilot Pilotage Oy. Member of the board and chairwoman of the Audit Committee of Pihlajalinna Oyj.
Member since 2013.
Key employment history: CEO Alko Oy 2001-2012. CEO Yliopiston Apteekki 1996–2001. Deputy CEO Orion-Farmos 1994–1996. Orion-yhtymä Oy various positions 1977–1994.
Main Board memberships and public duties currently undertaken: Member of the Board of Medifon Oy.
(1961), M.Sc (econ and BA) Helsinki School of Economics 1986.
Member since 2012 and Deputy Chairman since 2014.
Key employment history: CEO, Cargotec from 1 March 2013. CEO, Finnair, 2010–2013. COO and member of the executive team of Nokia Siemens Networks, 2007–2010. Nokia Oyj, various positions in the group, 1992–2006.
Charter of the Board
The Board sees to the administration and appropriate 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 on the basis of management reports. 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 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 & 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 2016, the Compensation and Nomination Committee comprises Chairman of the Board, Mr Raimo Lind (Chair), 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. 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, 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 a proposal on the election of the auditor for the General Meeting.
In 2016, the Chairwoman of the Audit Committee is Ms Seija Turunen (Chair), Ms Clarisse Berggårdh and Mr Jaakko Uotila. The principal auditor also attends Committee meetings.