Shareholders' Nomination Board (SNB)
Tieto’s AGM decided in 2010 to establish a Shareholders’ Nomination Board which is a body of shareholders responsible for preparing the proposals to the AGM for the election and remuneration of the members of the Board of Directors.
The SNB consists of five members. Four of the members represent the four major shareholders who on 31 August held the largest number of votes conferred by all shares in the company and who wish to participate in the nomination process. The fifth member is the Chairman of the Board of Directors of Tieto Corporation. The term of office of the SNB members expires when a new SNB has been appointed. The SNB itself is an organ that has been established for the time being. The charter of the SNB is available on the company’s website at www.tieto.com/investors/tietos-governance/shareholdersnomination-board.
The SNB preparing the proposals to AGM 2017 consists of the following representatives announced by Tieto’s shareholders:
Nominated by Cevian Capital Partners Ltd:
Main occupation: Partner, Cevian Capital AB
Education: MSc. (Econ.), MSc. (Eng.)
Nominated by Solidium Oy:
Main occupation: Managing Director, Solidium Oy
Education: MSc. (Eng.), MBA
Nominated by Ilmarinen Mutual Pension Insurance Company:
Main occupation: President and CEO, Ilmarinen Mutual Pension Insurance Company
Education: DSc. (Tech.), LL.M., MBA
Nominated by Elo Mutual Pension Insurance Company:
Main occupation: Chief Executive Officer, Elo Mutual Pension Insurance Company
Education: MSc. (Econ.)
Representing the Board of Directors of Tieto Corporation:
The Nomination Board decided that Martin Oliw shall act as Chairman. The SNB convened three times and provided Tieto's Board of Directors on 31 January 2017 with its proposals for the AGM 2017. The SNB 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. In addition, Timo Ahopelto and Jonas Wiström are proposed to be elected as new Board members. Markku Pohjola and Lars Wollung have announced 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 biographical details of the candidates and information on their holdings in Tieto are available on the company’s website at www.tieto.com/cv.
The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors will comprise annual fees, which will be increased as follows: EUR 91 000 to the Chairman (current EUR 83 000), EUR 55 000 to the Deputy Chairman (current EUR 52 500) and EUR 36 000 to the ordinary members of the Board of Directors (current EUR 34 500). 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 each member of the Board of 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 for 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 the long-term shareholding of the Board members will benefit all the shareholders.