Proposal by the Shareholders’ Nomination Board of Tieto Corporation to the Annual General Meeting to be convened on 23 March 2017
01 February 2017
Tieto Corporation STOCK EXCHANGE RELEASE 1 February 2017, 14.00 EET
The Shareholders’ Nomination Board of Tieto Corporation proposes to the Annual General Meeting that the meeting would decide as follows:
1 Number and composition of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall have eight members and that the current Board members Kurt Jofs, Harri-Pekka Kaukonen, Johanna Lamminen, Sari Pajari, Endre Rangnes and Jonas Synnergren be re-elected and in addition Timo Ahopelto and Jonas Wiström are proposed to be elected as new Board members. Markku Pohjola and Lars Wollung have informed that they are not available for re-election. The Shareholders’ Nomination Board proposes that Kurt Jofs shall be elected as the Chairman of the Board of Directors.
The term of office of the Board members ends at the close of the next Annual General Meeting. All the proposed candidates have given their consent to being elected.
Timo Ahopelto (born 1975) is the co-founder of Lifeline Ventures, a Finnish venture fund investing in early-stage companies in health, games and technology. He was the co-founder and CEO in CRF Health, the leader in electronic Patient Reported Outcomes for the pharmaceutical industry, and Head of Strategy in Blyk, the first ad-funded mobile operator. Earlier he has worked as a consultant in McKinsey as well as a researcher in Nokia Research Center and the Helsinki University of Technology. Timo acts as Board member in various companies and organizations, such as the Finnish Business and Policy Forum (EVA), Tekes and Slush Conference. He has graduated as MSc. (Tech.) from the Helsinki University of Technology.
Jonas Wiström (born 1960) is the President and CEO of ÅF Ångpanneföreningen, an engineering and consulting company in the energy, industrial and infrastructure sectors. Previously, he has held executive positions e.g. in Prevas AB, Silicon Graphics AB and Sun Microsystems where he acted as Country Manager of Sweden. He is a Chairman of the Board of Directors in Ratos AB, a Swedish investment company that owns and develops unlisted medium-sized Nordic companies. He is also the Vice Chairman of the Board in Teknikföretagen and IVA Business Executives Council and Board member in Business Sweden and ICC. Jonas holds a MSc. (Tech.) from the Royal Institute of Technology in Sweden.
The biographical details of the candidates and information on their holdings shall be available on Tieto’s website at www.tieto.com/cv.
In addition to the above candidates, the company’s personnel shall appoint two members, each with a personal deputy, to the Board of Directors. The term of office for the personnel representatives is two years and Esa Koskinen (deputy Ilpo Waljus) and Anders Palklint (deputy Robert Spinelli) are appointed to the Board until the Annual General Meeting 2018.
2 Remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors will be annual fees as follows: EUR 91 000 to the Chairman, EUR 55 000 to the Deputy Chairman and EUR 36 000 to the ordinary members of the Board of Directors. The same fee as to the Board Deputy Chairman will be paid to the Chairman of Board Committee unless the same individual is also the Chairman or Deputy Chairman of the Board. In addition to these fees it is proposed that the member of the Board of the Directors be paid a remuneration of EUR 800 for each Board meeting and for each permanent or temporary committee meeting. It is the company’s practice not to pay fees to Board members who are also employees of the Tieto Group.
The Shareholders’ Nomination Board proposes that 40% of the fixed annual remuneration be paid in Tieto Corporation’s shares purchased from the market. The shares will be purchased within two weeks from the release of the interim report January 1–March 31, 2017. According to the proposal, the Annual General Meeting will resolve to acquire the shares directly on behalf of the members of the Board which is an approved manner to acquire the company’s shares in accordance with the applicable insider rules. The Shareholders’ Nomination Board is of the opinion that increasing long-term shareholding of the Board members will benefit all the shareholders.
3 Shareholders’ Nomination Board
The Annual General Meeting 2010 of Tieto Corporation decided to establish a Shareholders’ Nomination Board to prepare proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
The Shareholders' Nomination Board comprises four members nominated by the largest shareholders and the Chairman of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish and Swedish book-entry systems on 31 August 2016.
The composition of the Shareholders’ Nomination Board having prepared the proposal for AGM 2017 is the following:
Martin Oliw, Partner, Cevian Capital AB,
Kari Järvinen, Managing Director, Solidium Oy,
Timo Ritakallio, President and CEO, Ilmarinen Mutual Pension Insurance Company,
Satu Huber, Chief Executive Officer, Elo Mutual Pension Insurance Company, and
Markku Pohjola, Chairman of the Board of Directors, Tieto Corporation.
The Shareholders’ Nomination Board shall report in the Annual General Meeting on how its work was conducted.