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 General Meeting. The Annual General meeting elects a chairman and deputy chairman from the Annual General Meeting 2018 onwards.

At present, the Board of Directors comprises 7 members. The Annual General Meeting of 6 April 2017 elected the following Board members: Mr Raimo Lind (Chairman), Mr Mika Vehviläinen (Deputy Chairman), Ms Clarisse Berggårdh, Mr Petteri Koponen, Ms Leena Niemistö, Ms Seija Turunen and Mr Antti Vasara. The Board of Directors has elected a the chairman and the deputy chairman among its members according to the previously valid Articles of Association.

All Board members are independent of the company and of the company’s significant shareholders.

At its organising meeting, the Board of Directors annually decides upon committees, their chairs and members. In 2017, the acting committees are: the Compensation and Nomination Committee and the Audit Committee. The duties and charters of the committees are adopted by the Board of Directors.

Information on the members of the Board of Directors

 

Raimo Lind

Chairman of the Board

(1953), M.Sc (Econ.), Helsinki School of Economics.

Member since 2009 and chairman since 2012.

Key employment history: Wärtsilä, Senior Executive Vice President and deputy to the CEO 2005–2013, CFO 1998-2013; Tamrock; Coal division president, Service division president, CFO 1992–1997; Scantrailer, MD, 1990–1991; Wärtsilä, Service division, Vice president, Wartsila Singapore Ltd, MD, Diesel division, VP Group Controller 1976–89.

Main Board memberships and public duties currently undertaken: Chairman of the Board: Evac Group Oy and Nest Capital. Deputy Chairman of the Board: Nokian Tyres. Member of the Board: HiQ AB.

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.

Main Board memberships and public duties currently undertaken: Member of the Board: Fingertip Ltd since 2013–;  Member of the Board, Suomen Mentorit since 2014–.

Petteri Koponen


(1970)

Member since 2014.

Key employment history: Founding partner, Lifeline Ventures 2009–. Business development positions Google Inc. 2007–2009. Founder and CEO Jaiku Ltd, 2006–2007. Founder, CEO and later CTO First Hop 1997–2005. Other positions: Blyk.

Main Board memberships and public duties currently undertaken: Chairman of the Board: Grand Cru Oy, Mindfield Games Oy, Everywear Games Oy, Onemind Dogs Oy and Kontena Oy. Member of the Board: Smartly.io Solutions Oy. Member: DigiNYT-seurantaryhmä.

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 of Pihlajalinna Oyj and Stockmann Oyj. Member of the board of Suomen Messut Osuuskunta. Chairman of the Board of The Finnish National Opera and Ballet, Opera and Ballet Grant Foundation, LymphaTouch Oy, BN Clarity Inc, and DBC Global Oy. Chairman of the prize committee of Ars Fennica. Member of the Board of Maanpuolustuskurssiyhdistys. Member of the Supervisory Board of The Finnish Cultural Foundation.

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: Advisor to the Board Finnlines Oyj 2013–2014. Vice President and CFO Finnlines Oyj 2007–2013, and Director of Harbor Functions and CEO of harbor companies (Finnsteve-yhtiöt) 2010–2013. Director of Finance Finnlines Oyj 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 of Finnpilot Pilotage Oy. Member of the board and chairwoman of the Audit Committee of Pihlajalinna Oyj.

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: Member of the Board: Nexeon Ltd (UK) 2014–; Espoo Marketing Oy 2015–; Helsinki Metropolitan Smart & Clean Foundation 2016-; Member of the Board of Governors: European Commission Joint Research Centre (JRC) 2015–; Member: Finnish Research and Innovation Council (TIN) 2016–; Vice President and Member of the Board: European Association of Research and Technology Organisations (EARTO) 2016–; Member of the Board: Palvelualojen työnantajat PALTA ry - Service Sector Employers PALTA 2017–.

Mika Vehviläinen

Deputy Chairman

(1961), M.Sc (econ and BA) Helsinki School of Economics 1986.

Member since 2012 and Deputy Chairman since 2014.

Key employment history:  CEO, Cargotec from 1 March 2013. CEO, Finnair, 2010–2013. COO and member of the executive team of Nokia Siemens Networks, 2007–2010. Nokia Oyj, various positions in the group, 1992–2006.

Charter of the Board


The Board sees to the administration and appropriate 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 determining 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 on the basis of management reports. The Board also supervises the compliance of Elisa's administration, and the management of business 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 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. 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


Compensation & Nomination Committee

According to its charter, the Compensation and Nomination Committee deals with and prepares the appointment and dismissal of persons within management, management succession planning and development, matters associated with long-term incentive schemes applicable to management, and other matters relating to the remuneration of management. The Committee also deals with incentive schemes for Elisa's personnel.

In 2017, the Compensation and Nomination Committee comprises Chairman of the Board, Mr Raimo Lind (Chair), Mr Petteri Koponen, Ms Leena Niemistö and Mr Mika Vehviläinen.

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. According to its charter, the following in particular shall be 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, interim reports and Corporate Governance Statement
  • - risk reports and organisation of risk management
  • - organisation of financial administration and financing.


The Committee follows, among other things, changes of IFRS standard and its implementation in Elisa. The Committee also regularly reviews reports from internal auditing and the statutory auditor, and prepares a recommendation to the Board of Directors for proposal on the election of the auditor for the General Meeting.

In 2017, the Chairwoman of the Audit Committee is Ms Seija Turunen (Chair), Ms Clarisse Berggårdh and Mr Antti Vasara. The principal auditor also attends Committee meetings.