The Shareholders’ Nomination Board’s proposal 2018

The Shareholders’ Nomination Board of Elisa Corporation proposals (24 January 2018) to the Annual General meeting of 12 April 2018:

1) Resolution on the remuneration of the members of the Board of Directors and on the grounds for reimbursement of travel expenses

The Shareholders’ Nomination Board proposes to the Annual General Meeting that remuneration for the members of the Board of Directors remains unchanged,[however, remuneration for meeting participation be changed to EUR 700. The proposal does not include share transfer restrictions; however the Nomination Board does require that members of the Board hold shares in the company. The Shareholders' Nomination Board proposes to the Annual General Meeting as follows:

The Chairman is paid annual remuneration of EUR 108,000 (EUR 9,000 per month), the Vice Chairman and the Chairman of the Audit Committee EUR 72,000 (EUR 6,000 per month), and other Board members EUR 60,000 (EUR 5,000 per month); and additionally EUR 700 per meeting of the Board and of a Committee. According to the proposal, the annual remuneration is paid in both Company shares and in cash so that 40% of the remuneration is used to acquire the Company’s shares in the name of and on behalf of the Board members, and the remainder is paid in cash. The shares will be acquired for the Board members from the stock exchange on the third trading day following the publication of the first quarter interim report of 2018.

The Company shall be responsible for the costs accruing from the acquisition of the shares.

In the event that the acquisition of shares cannot be carried out due to reasons attributable to the Company or Board member, the entire remuneration shall be paid in cash.

According to the proposal, actual travelling expenses are reimbursed.

2) Resolution on the number of members of the Board of Directors and election of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of Board members be seven (7).

The Shareholders' Nomination Board proposes to the Annual General Meeting that Mr Raimo Lind, Ms Clarisse Berggårdh, Mr Petteri Koponen, Ms Leena Niemistö, Ms Seija Turunen and Mr Antti Vasara be re-elected as members of the Board of Directors.

The Nomination Board further proposes that Mr Anssi Vanjoki is elected as a new member of the Board of Directors.

The Shareholders' Nomination Board proposes to the Annual General Meeting that Raimo Lind be appointed as the Chairman and Anssi Vanjoki as the Deputy Chairman of the Board of Directors.

All the proposed Board Members are considered to be independent of the company and of its significant shareholders.

3) Amendment of the Charter of the Shareholders' Nomination Board of Elisa Corporation

The Shareholders’ Nomination Board proposes to the Annual General Meeting to amend sections 1 and 4 of the Charter of the Shareholders' Nomination Board of Elisa Corporation so that into these sections would be added statements according to which the duties of the Shareholders’ Nomination Board would include preparation and presentation of proposal to the Annual General Meeting on the appointment of the Chairman and the Deputy Chairman of the Board of Directors.

The proposed sections 1 and 4 of the Charter of the Shareholders' Nomination Board of Elisa Corporation will therefore read as follows in their entirety:

“1. Background and purpose

The Shareholders' Nomination Board (the "SNB") of Elisa Corporation is a body of shareholders responsible for preparing the proposals to the Annual General Meeting for the appointment and remuneration of the members of the Board of Directors, the Chairman and the Deputy Chairman of the Board of Directors.

The main purpose of SNB is to ensure that the Board of Directors and its members maintain and represent a sufficient level of knowledge and competence for the needs of the company and for this purpose to prepare well-founded proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.”

“4. The duties of SNB shall include to:

  • prepare the proposal to the Annual General Meeting on matters pertaining to the remuneration of the members of the Board of Directors
  • prepare the proposal to the Annual General Meeting on the number of the members of the Board of Directors 
  • prepare the proposal to the Annual General Meeting on the appointment of the members of the Board of Directors
  • prepare the proposal to the Annual General Meeting on the appointment of the Chairman and the Deputy Chairman of the Board of Directors
  • take care of the succession planning of the members of the Board of Directors
  • present the proposal to the Annual General Meeting on matters pertaining to the remuneration of the members of the Board of Directors
  • present the proposal to the Annual General Meeting on the number of the members of the Board of Directors
  • present the proposal to the Annual General Meeting on the appointment of members of the Board of Directors
  • present the proposal to the Annual General Meeting on the appointment of the Chairman and the Deputy Chairman of the Board of Directors
  • answer shareholders’ questions in the Annual General Meeting.”

Information on the proposed members of Elisa's Board of Directors

Tarjous

Raimo Lind

(1953), M.Sc. (Econ.)

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, 1990–91. Wärtsilä, Service division, Vice president, Wartsila Singapore Ltd, MD, Diesel division, VP Group Controller 1976–1989.

Main Board memberships and public duties currently undertaken: Chairman of the Board: Nest Capital. Deputy Chairman of the Board: Nokian Tyres. Member of the Board: HiQ AB.

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Tarjous

Clarisse Berggårdh

(1967), M.Sc (Econ.), Svenska Handelshögskolan Helsinki

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: Suomen Mentorit.

 

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Petteri Koponen

(1970)

Member since 2014

Key employment history: Lifeline Ventures, Founding partner  2009–Google Inc., Business development positions 2007–2009. Jaiku Ltd, Founder and CEO 2006–2007. First Hop, Founder, CEO and later CTO 1997–2005. Other positions: Blyk.

Main Board memberships and public duties currently undertaken: Chairman of the Board: Smartly.io Solutions Oy, Varjo Technologies Oy, Everywear Games Oy and Kontena Oy. Member: DigiNYT.

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Leena Niemistö

(1963), MD, PhD, Specialist in Physical and Rehabilitation Medicine, University of Helsinki

Member since 2010

Key employment history: Pihlajalinna Oyj, Senior advisor 2016–. Dextra Oy, CEO 2003–2016. Pihlajalinna Oyj, Executive Vice President,  2013–2016.

Main Board memberships and public duties currently undertaken: Deputy Chairman of the Board: Stockmann Oyj. Member of the board: Pihlajalinna Oyj, Raisio Oy, Suomen Messut Osuuskunta, Yliopiston Apteekki and Maanpuolustuskurssiyhdistys. Chairman of the Board: The Finnish National Opera and Ballet, Opera and Ballet Grant Foundation, LymphaTouch Oy, BN Clarity Inc, and DBC Global Oy. Chairman of the prize committee of Ars Fennica. Member of the Supervisory Board of The Finnish Cultural Foundation.

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Seija Turunen

(1953), M.Sc. (Econ.), Graduated 1976 from Helsinki School of Economics and Business Administration, and with M.Sc (Econ.) in 1978

Member since 2014

Key employment history: Finnlines Oyj, Advisor to the Board 2013–2014. Finnlines Oyj, Vice President and CFO 2007–2013, and Director of Harbor Functions and CEO of harbor companies (Finnsteve-yhtiöt) 2010–2013. Finnlines Oyj, Director of Finance 1992–2007. Other positions before 1992: Kansallis-Osake-Pankki, Midland Montagu, Finca, Enso-Gutzeit.

Main Board memberships and public duties currently undertaken: Chairwoman of the Board: Finnpilot Pilotage Oy. Member of the board and chairwoman of the Audit Committee: Pihlajalinna Oyj.

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Antti Vasara

(1965), Dr. Tech (Tech. Physics), Helsinki University of Technology

Member since 2017

Key employment history: VTT Technical Research Centre of Finland Ltd, CEO 2015–. Tieto Corporation, EVP 2012-2015. Nokia Corporation, SVP 2003-2012. SmartTrust Ltd, CEO 2000–2003. McKinsey & Company, Management consultant 1993–2000. Helsinki University of Technology, Researcher 1986–1991.

Main Board memberships and public duties currently undertaken: Member of the Board: Nexeon Ltd (UK), Espoo Marketing Oy, Helsinki Metropolitan Smart & Clean Foundation and Service Sector Employers PALTA. Member of the Board of Governors: European Commission Joint Research Centre (JRC). Member: Finnish Research and Innovation Council (TIN). Vice President and Member of the Board: European Association of Research and Technology Organisations (EARTO).

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Anssi Vanjoki

(1956), M.Sc (Econ.), Helsinki School of Economics

Key Employment history: Lappeenranta University of Technology, Professor 2013–. Nokia Oyj, Executive Vice President and General Manager 1998–2011, Senior Vice President 1994–1998, Vice President 1991–1994. 3M Corporation, various positions 1981–1991.

Main board memberships and public duties currently undertaken: Chairman of the board: Oriola Oyj. Member of the board:  Sonova AG.

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