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: