Proposal by the Shareholders’ Nomination Board of Tieto Corporation to the Annual General Meeting to be convened on 22 March 2018
16 February 2018
Tieto Corporation STOCK EXCHANGE RELEASE 16 February 2018, 13.00 EET
The Shareholders’ Nomination Board of Tieto Corporation proposes to the Annual General Meeting that the meeting would decide as follows:
1 Remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors will be annual fees and remain unchanged 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 a 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 the same remuneration of EUR 800 for each Board meeting as currently 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 1 January–31 March 2018. 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.
2 Number of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall have seven members.
3 Composition of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current Board members Kurt Jofs, Harri-Pekka Kaukonen, Timo Ahopelto, Johanna Lamminen, Endre Rangnes and Jonas Synnergren be re-elected and in addition, Liselotte Hägertz Engstam is proposed to be elected as a new Board member. Sari Pajari and Jonas Wiström have informed that they are not available for re-election. The Shareholders’ Nomination Board proposes that Kurt Jofs shall be re-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.
Liselotte Hägertz Engstam (born 1960), a Swedish citizen, is a non-executive Board professional and currently acts as the Chairman of the Board at Aino Health AB and as a Board Member of Zalaris A/S (publ), Transtema Group AB and Itello AB, among others. She has earlier held Nordic and international executive positions at global IT companies HCL Technologies and IBM as well as at a construction group Skanska. Liselotte Hägertz Engstam holds a Master of Science (Civ.Eng.) from the Chalmers University of Technology and executive education from institutions such as Harvard, IMD and INSEAD.
The biographical details of the candidates and information on their holdings is 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 Robert Spinelli (deputy Anders Palklint) are appointed to the Board until the Annual General Meeting 2020.
4 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 2017.
The composition of the Shareholders’ Nomination Board having prepared the proposal for AGM 2018 is the following:
Martin Oliw, Partner, Cevian Capital AB,
Antti Mäkinen, 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
Kurt Jofs, 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.
For further information, please contact Esa Hyttinen, Deputy General Counsel, tel. +358 20 727 1764, +358 40 766 6196, email esa.hyttinen (at) tieto.com
Tieto aims to capture the significant opportunities of the data-driven world and turn them into lifelong value for people, business and society. We aim to be customers’ first choice for business renewal by combining our software and services capabilities with a strong drive for co-innovation and ecosystems.
Headquartered in Finland, Tieto has over 14 000 experts in close to 20 countries. Tieto’s turnover is approximately EUR 1.5 billion and shares listed on NASDAQ in Helsinki and Stockholm. www.tieto.com