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 Antti Mäkinen, CEO, nominated by Solidium Oy (Mr Kari Järvinen until May 2017)
- Mr Reima Rytsölä, Executive Vice-President, nominated by Varma Mutual Pension Insurance Company
- Mr Timo Ritakallio, President and CEO, nominated by Ilmarinen Mutual Pension Insurance Company
- Ms Hanna Hiidenpalo, Director, Chief Investment Officer, nominated by Elo Mutual Pension Insurance Company
- Mr Raimo Lind, Chairman of the Board of Elisa
Mr Antti Mäkinen is the chairman of the board (Kari Järvinen until May 2017).
Please find more information here relating to the process.
Charter of the Shareholders' Nomination Board
1. Background and purpose
The Shareholders' Nomination Board (the "SNB") of Elisa Corporation is a body of shareholders responsible for preparing the proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors.
The main purpose of SNB is to ensure that the Board of Directors and its members maintain and represent a sufficient level of knowledge and competence for the needs of the company and for this purpose to prepare well-founded proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
2. Election and composition of SNB
SNB consists of five (5) members. Four members shall represent the four shareholders who on 31 August preceding the Annual General Meeting represent the largest number of the votes of all shares in the company and who wish to participate in the nomination process. The Chairman of the Board of Directors shall be the fifth member of SNB. The SNB shall elect the Chairman from amongst its members.
The Chairman of the Board of Directors shall be in charge of identifying the largest shareholders of the company on 31 August of each year. The right to nominate shareholder representatives shall be vested with the four shareholders of the company having the largest share of votes in the company on 31 August preceding the Annual General Meeting. Should a shareholder not wish to exercise its right to appoint a member, the right shall be transferred to the next largest shareholder. The largest shareholders shall be determined on the basis of the shareholdings registered in the Finnish book-entry system.
The largest shareholders are determined on the basis of the shareholdings registered in the book-entry system. In case two shareholders own an equal amount of shares and votes and representatives of both shareholders cannot be appointed to SNB, the decision shall be made by drawing lots. Shareholder, who has divided its ownership e.g. into a number of funds and has an obligation to disclose changes in its shareholding under the Finnish Securities Markets Act, has a right to demand that its shareholding be counted as one by notifying the Chairman of the Board of Directors of Elisa Corporation in writing by 31 August preceding the Annual General Meeting.
Term of the office of SNB expires after the new SNB has been appointed.
Should a shareholder divest more than half of its shareholding, and as result of the divestment no longer be amongst the ten largest shareholders of Elisa Corporation, the appointed representative of such shareholder shall resign. The appointed representative shall exclude him/her from the work of the SNB or resign in case of conflict of interest. SNB may appoint a new member to replace a prematurely vacated seat. It is in the discretion of SNB to offer a vacant seat to a shareholder of Elisa Corporation. SNB must decide on replacements if the number of SNB members decreases to less than three during its term of office.
SNB shall have a quorum when more than half of its members are present. No decision shall be made, unless all members have been reserved the possibility to consider the matter and participate in the meeting.
Decisions of SNB shall be unanimous. If consensus cannot be reached, members of SNB shall present their own proposals to the General Meeting individually or jointly with other members of SNB.
All decisions of SNB must be recorded in SNB’s minutes. The minutes shall be dated and numbered and preserved in a safe manner. The minutes shall be signed by the Chairman together with at least one SNB member.
4. Duties of SNB
The duties of SNB shall include:
-To prepare the proposal to the Annual General Meeting on matters pertaining to the remuneration of the members of the Board of Directors
-To prepare the proposal to the Annual General Meeting on the number of the members of the Board of Directors
-To prepare the proposal to the Annual General Meeting on the appointment of the members of the Board of Directors
-To take care of the succession planning of the members of the Board of Directors
-To present the proposal to the Annual General Meeting on matters pertaining to the remuneration of the members of the Board of Directors
-To present the proposal to the Annual General Meeting on the number of the members of the Board of Directors
-To present the proposal to the Annual General Meeting on the appointment of members of the Board of Directors
-To answer shareholders questions in the shareholders' meetings
4.1. General rules on preparing the proposal
The proposal to be presented to the Annual General Meeting on the composition of the Board of Directors is prepared by SNB. However, any shareholder of the company may also make such a proposal directly to the Annual General Meeting.
The performance of the current Board of Directors is assessed annually and the results are notified to SNB when it prepares the proposal for the composition of the new Board of Directors. SNB shall take the results of the assessment duly into account in SNB work. SNB may hear other shareholders and also employ the services of an outside consultant for candidate search.
4.2. Qualifications for the members of the Board of Directors
The Board of Directors of the company shall be professionally competent and as a group have sufficient knowledge of and competence in the company's field of business and markets.
In order to ensure the required competence SNB shall take into due consideration the relevant legislation and requirements set out in the recommendations of the Finnish Corporate Governance Code.
In particular, the Board of Directors as a group shall have sufficient knowledge of and competence in:
-The company's field of business and markets
-The management of a publicly traded company of corresponding size
-Corporate acquisitions and divestments
In addition to the aforementioned SNB shall consider the independence requirements of the Finnish Corporate Governance Code and the relevant Stock Exchange rules.
5. Tasks of the Chairman
The task of the Chairman of SNB is to direct the activities of SNB in such way that SNB achieves its objectives efficiently and observes the expectations of the shareholders and interests of the company.
In this context the Chairman:
convenes and chairs the meetings of SNB, and supervises that SNB meetings set out in the timetable are convened, and convenes unscheduled meetings, if judging these to be necessary, or if requested by a SNB member, to be held within 14 days of the date of request.
6. Proposals to the Annual General Meeting
SNB shall present and explain its proposals to the Annual General Meeting. The proposals shall be included in the notice of the Annual General Meeting and SNB must submit its proposals to the Board of Directors at the latest on 1 February preceding the Annual General Meeting.
SNB shall also provide a report to the Annual General Meeting on how its work was conducted. The above-mentioned information shall be published on the website of the company.
SNB members and shareholders they represent shall keep the information regarding the proposals confidential until the final decision has been made by SNB and published by the company. The Chairman of SNB shall have the right at his/hers discretion to decide whether the company enters into non-disclosure agreements with the shareholder or its representative in SNB.
8. Amendments to this charter and authorization
SNB shall review this charter annually and propose possible changes to the Annual General Meeting. Material changes to the amount of members in the SNB and their election process will be decided by the general meeting of shareholders. SNB is authorized to execute necessary technical updates and amendments to this charter.