The Shareholders’ Nomination Board’s proposal 2019

The Shareholders’ Nomination Board of Elisa Corporation proposals on 21 January 2019 to the Annual General meeting of 3 April 2019:

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 the amount of annual remuneration for the members of the Board of Directors be changed and remuneration for meeting participation remains unchanged. 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 an annual remuneration of EUR 120,000 (EUR 108,000 in 2018), the Vice Chairman and the Chairmen of the Committees EUR 80,000 (EUR 72,000 in 2018), and other Board members EUR 65,000 (EUR 60,000 in 2018); and additionally EUR 700 (EUR 700 in 2018) per meeting of the Board and of a Committee.  According to the proposal, the annual remuneration will be paid partly in Company shares and partly in cash so that 40% of the remuneration is used to acquire Company shares in the name of and on behalf of the Board members, and the remainder will be paid in cash in order to cover withholding tax on the annual remuneration. 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 2019.

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.

Actual travelling expenses will be 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 members of the Board of Directors remain at seven (7).

The current Chairman of the Board, Mr Raimo Lind has announced that he will not be available for re-election in the 2019 Annual General Meeting.

The Shareholders’ Nomination Board proposes that Ms Clarisse Berggårdh, Mr Petteri Koponen, Ms Leena Niemistö, Ms Seija Turunen, Mr Anssi Vanjoki and Mr Antti Vasara be re-elected as members of the Board. The Shareholders’ Nomination Board further proposes that Mr Kim Ignatius is elected as a new member of the Board. The Shareholders’ Nomination Board proposes to the Annual General Meeting that Mr Anssi Vanjoki be elected as the Chairman of the Board and Mr Petteri Koponen be elected as the Deputy Chairman.

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

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

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.

 

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Kim Ignatius

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

Key employment history: Sanoma Corporation, Executive Vice President in 2017, CFO in 2008–2016. TeliaSonera AB, Executive Vice President and CFO 2003–2008. Sonera Oyj, Executive Vice President and CFO 2000–2002. Tamro Oyj, Group CFO 1997–2000.

Main Board memberships and public duties currently undertaken: Member of the Board and Chairman of the Audit and Risk Committee: Fortum Oyj. Member of the Board and Chairman of Audit and Remuneration Committees: Rovio Entertainment Corporation.

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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 and Wolt Enterprises Oy. Member of the Board: Hive Helsinki Foundation.

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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,  Maanpuolustuskurssiyhdistys, The Finnish Fair Foundation and Securities Market Association. Chairman of the Board: The Finnish National Opera and Ballet, Opera and Ballet Grant Foundation, LymphaTouch Oy, 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 and Traffic Management Finland Oy.

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Anssi Vanjoki

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

Member and Deputy Chairman of the Board since 2018.

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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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: Chairman of the Board: Service Sector Employers PALTA. Member of the Board: Confederation of Finnish Industries EK, Jane and Aatos Erkko Foundation. Member: Finnish Research and Innovation Council (TIN). President and Member of the Board: European Association of Research and Technology Organisations (EARTO).

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