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
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.
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.
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.