The Shareholders’ Nomination Board’s proposal to AGM 2022

The Shareholders’ Nomination Board of Elisa Corporation proposals on 1 December 2021 to the Annual General Meeting 2022:

1) The remuneration of the members of the Board of Directors and on the grounds for reimbursement of expenses

The Shareholders’ Nomination Board proposes that the amount of annual remuneration for the members of the Board of Directors be changed, but that the level of remuneration for participating in meetings should remain unchanged. The proposal does not include share transfer restrictions; however the Nomination Board does require that members of the Board hold shares in the Company. The Shareholders' Nomination Board proposes to the Annual General Meeting as follows:  

The Chair is paid an annual remuneration of EUR 130,000 (EUR 126,000 in 2021), the Deputy Chair and the Chairs of the Committees EUR 85,000 (EUR 84,000 in 2021), and other Board members EUR 70,000 (EUR 69,000 in 2021). In addition, a meeting fee of EUR 800 (EUR 800 in 2021) per meeting of the Board and of a Committee would be paid. However, if a Board member is physically present in the Board or Committee meeting, which is held in a country other than his/her permanent home country, then the meeting fee would be EUR 1,600 (in 2021 EUR 1,600 only for Board members who have their permanent residence outside Finland) 

According to the proposal, the annual remuneration will be paid partly in Company shares and partly in cash so that 40% of the remuneration is used to acquire Company shares in the name of and on behalf of the Board members, and the remainder will be paid in cash in order to cover withholding tax on the annual remuneration. The shares will be acquired for the Board members from the stock exchange on the third trading day following the publication of the first quarter interim report of 2022. 

The Company shall be responsible for the costs accruing from the acquisition of the shares.

In the event that the acquisition of shares cannot be carried out due to reasons attributable to the Company or Board member, the entire remuneration shall be paid in cash.

Actual travel and other expenses arising from the Board work will be reimbursed.

2) The number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that the number of members of the Board of Directors would be 9 (8 members in 2021).

3) Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that Ms Clarisse Berggårdh, Mr Maher Chebbo, Mr Kim Ignatius, Mr Topi Manner, Ms Eva-Lotta Sjöstedt, Mr Anssi Vanjoki and Mr Antti Vasara  be re-elected as members of the Board. The Shareholders’ Nomination Board further proposes that Ms Katariina Kravi ja Ms Pia Kåll are elected as new members of the Board.

The Shareholders’ Nomination Board proposes to the General Meeting that Mr Anssi Vanjoki be elected as the Chair of the Board and Ms Clarisse Berggårdh be elected as the Deputy Chair.

All the proposed Board Members are considered to be independent of the Company and of its significant shareholders.

The term of the members of the Board of Directors ends at the close of the Annual General Meeting in 2023.

Further information on the proposed nominees to the Board of Directors can be found on the Company's website at www.elisa.com/agm. 

With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at Elisa, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.

Information on the proposed members of Elisa's Board of Directors:

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: Helsinki Partners, CEO 2022–. Pohjoisranta BWC Oy, CEO 2016–2021. 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.

Maher Chebbo

Member of the Board since 2021. Member of the People and Compensation Committee.

(1965), PhD (Scientific), MinesParisTech (1990). Leading Global Businesses, Harvard Business School.

French citizen

Independent of the company and main shareholders

Key employment history: CTS, Founder & Board advisory roles 2020–. Envision Digital Europe, MD 2022–. GE Digital, General Manager Global Digital IIOT Solutions 2017–2020. SAP, General Manager EMEA Energy & Industries Digital 2005–2017. SAP, Director SAP Corporate Venturing 2002–2004, Global Field Operations 2000–2001. SAP, Sales BU Head & Strategic Advisor to President Southwest Europe 1996–2000. Cap Gemini, Director Utilities, Telecom & Media Software Engineering 1990–1995. ARMINES, Data Science R&D Engineer 1987–1990.

Main Board memberships and public duties currently undertaken: Board member: Accenta. Supervisory Board Observer: Greencom. Chair Technical Advisory Board: Energyworx. Digital Group Chair: ETIP Batteries.

Kim Ignatius

Member since 2019. Member of the Audit Committee.

(1956), B.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: Chair of the Board and the Audit Committee: Rovio Entertainment Corporation. Chair of the Board: Duell Corporation and Directors' Institute Finland. Vice Chair of the Board and Chair of the Audit Committee: Yliopiston Apteekki. 


Katariina Kravi

(1967), LLM, trained on the Bench, University of Turku

Finnish Citizen

Independent on the company and main shareholders

Key Employment History: EVP, Human Resources, Stora Enso Oyj, 2020–. EVP, Human Resources, Tieto OyJ, 2012–2020. Several managerial and leadership roles in Human Resources, Nokia OyJ 1996–2012.

Pia Kåll

(1980), M.Sc (Eng.) Helsinki University of Technology

Finnish citizen

Independent of the company and significant shareholders

Key employment history: CapMan, Managing Partner CapMan Buyout 2016. Outotec, Senior Vice President Strategy, Marketing and Operational Excellence 2013–2016. McKinsey&Company, Management consultant 2006–2013.

Main Board memberships and public duties currently undertaken: Chair of the Board: Forenom. Member of the Board: PDSVISION, YrkesAkademin, DEN. 


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: Member of the Board: UPM-Kymmene Corporation and Service Sector Employers PALTA. Member of the Board and Chair of the Audit Committee: The International Air Transport Association (IATA).

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.

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 2013–2019. 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.

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: Member of the Board:  Jane and Aatos Erkko Foundation. President and Member of the Board: European Association of Research and Technology Organisations (EARTO).