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 2021, and they named the members of the Nomination Board.
The composition of the Nomination Board:
- Mr Pauli Anttila, Investment Director, nominated by Solidium Oy (Chair of the Nomination Board)
- Mr Jouko Pölönen, President and CEO, nominated by Ilmarinen Mutual Pension Insurance Company
- Mr Reima Rytsölä, Deputy CEO, nominated by Varma Mutual Pension Insurance Company
- Ms Hanna Hiidenpalo, Chief Investment Officer, Deputy CEO, nominated by Elo Mutual Pension Insurance Company
- Mr Anssi Vanjoki, Chairman of the Board of Elisa
Following is information of the procedure as to how Elisa's Shareholder's Nomination Board is formed:
Elisa’s Annual General Meeting of 4 April 2012 decided to form a Shareholder's Nomination Board comprising of shareholders or representatives of shareholders.
Our largest shareholders may nominate representatives to the Shareholder's Nomination Board and fifth member is the Chairman of the Board of Directors.
The right to appoint members representing shareholders in the Shareholder's Nomination Board is determined according to the information registered on 31 August in Elisa’s shareholders’ register held by Euroclear Finland.
Should a shareholder, who according to the Finnish Securities Markets Act is obliged to report certain changes in holdings (ie Flagging rules), notify Elisa in writing of such a demand by 31 August at the latest, such shareholder’s holdings in several funds or group companies are added together when counting the share of votes.
Votes of the nominee registered shares are not regiestered normally in Elisa's shareholders' register held by Euroclear Finland. A holder of nominee registered shares is advised to contact its custodian bank for necessary instructions regarding the registration of the shares in the shareholders’ register, if it wishes to be eligible to use the nomination right. Please note that the registration of the shareholding into the book-entry securities system shall be initiated early enough to be effective by 31 August.
Questions or inquiries in relation to the above and for any notifications or announcements to Elisa relating to the Shareholder's Nomination Board, please contact Elisa's Senior Corporate Counsel, Company Secretary, Anne Vainio (tel. +358 50 68500 or email: email@example.com). Please include your contact information in any notifications.
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 appointment and remuneration of the
members of the Board of Directors, the Chairman and the Deputy Chairman
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.
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
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.
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:
4.1. General rules on preparing the proposal
- prepare the proposal to the Annual General Meeting on
matters pertaining to the remuneration of the members of the Board of
- prepare the proposal to the Annual General Meeting on the number of the members of the Board of Directors
- prepare the proposal to the Annual General Meeting on the appointment of the members of the Board of Directors
- prepare the proposal to the Annual General Meeting on the appointment
of the Chairman and the Deputy Chairman of the Board of Directors
- take care of the succession planning of the members of the Board of Directors
- present the proposal to the Annual General Meeting on matters
pertaining to the remuneration of the members of the Board of Directors
- present the proposal to the Annual General Meeting on the number of the members of the Board of Directors
- present the proposal to the Annual General Meeting on the appointment of members of the Board of Directors
- present the proposal to the Annual General Meeting on the appointment
of the Chairman and the Deputy Chairman of the Board of Directors
- answer shareholders’ questions in the Annual General Meeting.
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
- Risk management
- Corporate acquisitions and divestments
- Corporate governance.
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
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. 7. Confidentiality
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.