Corporate Governance

Descriptions of governance

Elisa's governance structure

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General Meeting of Shareholders and Articles of Association

The General Meeting of Shareholders is Elisa’s highest decision-making body. It approves, among other things, the income statement and balance sheet. It also declares the profit distribution according to the proposal of the Board of Directors, appoints members to the Board of Directors and the auditors, and approves the discharge from liability.

Notices of General Meetings of Shareholders are posted on Elisa's website, and information about the time and place, as well as the website address, is provided by announcing it in at least one Finnish newspaper no later than 21 days prior to the meeting, as required by the Articles of Association. A stock exchange release is also issued for each notice and can be found on Elisa's website.  The agenda of the meeting is specified in the notice. Proposals from the Board of Directors for the meeting may be viewed on Elisa's website prior to the meeting.

Elisa's Articles of Association may be examined on Elisa's website at www.elisa.com. Any decisions to amend the Articles of Association are taken by a General Meeting of Shareholders.

Elisa's Annual General Meeting 2017 will be held at Messukeskus, Expo and Convention Centre, Messuaukio 1, Helsinki, at 2:00 pm (EET) on Thursday 6 April 2017.

Shareholders' nomination board

Elisa's annual general meeting decided in 2012 to establish a shareholders' nomination board, which is the body with responsibility for preparing the proposals to the annual general meeting for the election and remuneration of the members of the Board of Directors of Elisa, and it also accepted a charter for the nomination board. The shareholders' nomination board has been established for the time being. The term of each nomination board expires when the next shareholders' nomination board has been appointed.

The biggest shareholders were determined according to the shareholder register of Elisa on 31 August 2016, and they named the members of the nomination board.  The composition of the nomination board since September 2016 has been as follows:

  • Mr Kari Järvinen, Chief Executive Officer, nominated by Solidium Oy
  • Mr Reima Rytsölä, Chief Investment Officer, nominated by Varma Mutual Pension Insurance Company
  • Mr Timo Ritakallio, Chief Executive Officer, nominated by Ilmarinen Mutual Pension Insurance Company
  • Ms Hanna Hiidenpalo, Chief Investment Officer, nominated by Elo Mutual Pension Insurance Company
  • Mr Raimo Lind, Chairman of Elisa's Board of Directors

The shareholders' nomination board nominated in September 2016 convened three times before making its proposals in January 2017. In addition, the member candidates were interviewed between the meetings. The nomination board discussed the size of the Board, its composition and diversity, and the areas of expertise that are seen as best for the company. The nomination board also examined the remuneration of Board members.

On 24 January 2017, the nomination board announced its proposal to Elisa's Board for the notice of the Annual General Meeting.

The nomination board proposes the following to the Annual General Meeting:

  • The remuneration for the members of the Board of Directors remains unchanged. The monthly remuneration is paid in two parts in order to acquire shares after the publication of the first- and third- quarter interim reports.
  • The number of Board members is to be seven (7).
  • Of the current members of the Board Ms Clarisse Berggårdh, Mr Raimo Lind, Mr Petteri Koponen, Ms Leena Niemistö, Ms Seija Turunen and Mr Mika Vehviläinen are to be re-elected.
  • Mr Antti Vasara is proposed as a new member to be elected.

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