The Shareholders’ Nomination Board’s proposal 2020

The Shareholders’ Nomination Board of Elisa Corporation proposals on 28 January 2020 to the Annual General meeting of 2 April 2020:

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 that the amount of annual remuneration for the members of the Board of Directors and remuneration for meeting participation be changed. 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 Chair is paid an annual remuneration of EUR 123,000 (EUR 120,000  in 2019), the Deputy Chair and the Chairs of the Committees EUR 82,000 (EUR 80,000  in 2019), and other Board members EUR 67,000 (EUR 65,000 in 2019); and additionally EUR 750 (EUR 700 in 2019) 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 per cent 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 2020.

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 travel and other expenses arising from the Board work 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 that the number of members of the Board of Directors remain at seven (7).

The current Deputy Chair of the Board, Mr Petteri Koponen and the current member of the Board, Ms Leena Niemistö have announced that they will not be available for re-election in the 2020 Annual General Meeting.

The Shareholders’ Nomination Board proposes to the General Meeting that Ms Clarisse Berggårdh, Mr Kim Ignatius, 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 Topi Manner and Ms Eva-Lotta Sjöstedt are elected as new members of the Board.

The Shareholders’ Nomination Board proposes that Mr Anssi Vanjoki be elected as the Chair of the Board and Ms Clarisse Berggårdh be elected as the Deputy Chair.

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.

Finnish citizen

Independent of the company and significant shareholders

Member since 2016. Member of the Audit Committee.

Key employment history: Pohjoisranta BWC Oy, 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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Tarjous

Kim Ignatius

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

Finnish citizen

Independent of the company and significant shareholders

Member since 2019. Member of the Audit Committee.

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. Member of the Board and Chairman of the Audit Committee: Yliopiston Apteekki. Member of the Board: Directors' Institute Finland.

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Topi Manner

(1974), M.Sc. (Econ.), Turku School of Economics 

Finnish citizen

Independent of the company and significant shareholders

Key employment history: Finnair Oyj, CEO 2019–. Nordea, member of Nordea's Group Executive Management and Head of Personal Banking 2016–2018, various executive roles 2006–2016.  

Main board memberships and public duties currently undertaken: Vice Chair: Finland Chamber of Commerce

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Eva-Lotta Sjöstedt

(1966), IHM Business School Bachelors degree (KY) Economics, Marketing. The Wharton School Executive education course 2013.

Swedish citizen

Independent of the company and significant shareholders

Key employment history: Senior advisory roles 2017–. Georg Jensen, CEO 2016–2018. Karstadt, CEO 2014–2015. IKEA Group, Global Deputy Retail Manager 2012–2013, CEO IKEA Netherlands 2009–2012, Various Executive roles for starting up IKEA Japan 2005–2009. Various positions in design and fashion.

Main board memberships and public duties currently undertaken: Metro AG: Member of Supervisory Board. Tritax EuroBox PLC: Non executive director.

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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.

Finnish citizen

Independent of the company and significant shareholders

Member since 2014. Chair of the Audit Committee.

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: Chair of the Board: Traffic Management Finland Oy and Finnpilot Pilotage Oy. Member of the Board and Chair of the Audit Committee: Pihlajalinna Oyj.

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Anssi Vanjoki

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

Finnish citizen

Independent of the company and significant shareholders

Member since 2018 and chairman since 2019.

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. 

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Antti Vasara

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

Finnish citizen

Independent of the company and significant shareholders

Member since 2017. Member of the People and Compensation Committee.

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. President and Member of the Board: European Association of Research and Technology Organisations (EARTO).

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