Board of Directors

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 Annual General Meeting. From Annual General Meeting 2018 onwards, the General Meeting has elected  the Chairman and the Deputy Chairman of the Board of Directors.

At its organising meeting, the Board of Directors annually decides upon committees, their chairs and members. In 2020, the acting committees are: the People and Compensation Committee and the Audit Committee. The duties and charters of the committees are adopted by the Board of Directors.

At the Annual General Meeting of 2 April 2020, seven (7) members were elected to the Board of Directors. Ms Clarisse Berggårdh, Mr Kim Ignatius, Ms Seija Turunen, Mr Anssi Vanjoki and Mr Antti Vasara were re-elected as members of the Board of Directors and Mr Topi Manner and Ms Eva-Lotta Sjöstedt as new members of the Board of Directors.

The Board has assessed that each member of the Board of Directors is independent of the company and of any significant shareholders.

Information on the members of the Board of Directors

 

Tarjous

Anssi Vanjoki

Chair of the Board since 2019, member since 2018.

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

Finnish citizen.

Independent of the company and significant shareholders.

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.

 

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Tarjous

Clarisse Berggårdh

Deputy Chair since 2020, member of the Board since 2016. Chair of the People and Compensation Committee.

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

Finnish citizen

Independent of the company and significant shareholders

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

Member since 2019. Member of the Audit Committee.

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

Finnish citizen.

Independent of the company and significant shareholders.

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

Member of the Board since 2020. Member of the People and Compensation Committee.

(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

Member of the Board since 2020. Member of the People and Compensation Committee.

(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

Member of the Board since 2014. Chair of the Audit Committee.

(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.

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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Tarjous

Antti Vasara

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

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

Finnish citizen.

Independent of the company and significant shareholders.

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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Charter of the Board

The Board attends to the administration and proper 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 deciding 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. The Board also supervises the compliance of Elisa's administration with regulation, and the management of operational risks 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, half-year financial reports 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 or by external evaluation. 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.

Committees

People and Compensation Committee

According to its charter, the People and Compensation Committee deals with and prepares remuneration especially within management, Elisa's remuneration policy and report, long-term incentive schemes, an other matters relating to developing management and personnel.

Audit Committee

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. As regards financial reporting and auditing, the Audit Committee specifically monitors and assesses the company's financial reporting system, the effectiveness of internal control and auditing and risk management systems, the independence of the auditor, and in particular the provision of non-audit services. The Audit Committee also monitors and assesses execution of the related party policy.

According to its charter, the following in particular are 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, half-year financial reports, interim reports and Corporate Governance Statement
  • - risk reports and organisation of risk management
  • - organisation of financial administration and financing
  • - related party policy.

The Committee also regularly reviews reports from internal auditing and the financial auditors, and prepares proposals on the audit.