Tieto reports on board proposals of shareholders' nomination board prior to 2019 AGM

Tieto Oyj (HEL:TIETO), an IT software and service company providing IT and product engineering services, on Wednesday announced that the shareholders' nomination board will propose to the Annual General Meeting, to be held on 21 March 2019, that the remuneration of the board of directors will be annual fee of EUR98,000 to the chairman, as compared with the current EUR91,000; annual fee of EUR58,000 to the deputy chairman, as compared with the current EUR55,000 and annual fee of EUR38,000 to the ordinary members of the board of directors, as compared with the current EUR36,000.

The same fee as paid 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 deputy chairman and ordinary members of the board of the directors be paid EUR800 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 Tieto.

According to the shareholders' nomination board, increasing long-term shareholding of the board members will benefit all the shareholders. Every member of the board of directors is expected to over a five year period accumulate a shareholding in Tieto that exceeds his/hers one-time annual remuneration.

As a result, the shareholders' nomination board has proposed that part of the fixed annual remuneration may be paid in Tieto shares purchased from the market. An elected member of the board of directors may, at his/her discretion, choose to receive the fee as no cash, 100% in shares or 25% in cash, 75% in shares or 50% in cash, 50% in shares or 75% in cash, 25% in shares or 100% in cash, no shares.

These shares will be purchased in accordance with an acquisition programme prepared by the company. If the remuneration cannot be paid in shares due to insider regulation, termination of the board member's term of office or other reason relating to the member of the board, the remuneration shall be paid fully in cash.

In addition, the shareholders' nomination board has proposed to the Annual General Meeting that the board of directors shall have eight members.

Current board members Kurt Jofs, Harri-Pekka Kaukonen, Timo Ahopelto, Liselotte Hägertz Engstam, Johanna Lamminen and Endre Rangnes are proposed to be re-elected, with Jofs proposed to be re-elected as the chairman of the board of directors. Tomas Franzén and Niko Pakalén are proposed to be elected as new board members. Reportedly, Jonas Synnergren has informed that he is not available for re-election.

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, the company added.

Franzén is a non-executive board professional and currently acts as the chairman of the board at Bonnier News Group AB, Bonnier Broadcasting AB and Adlibris AB and as a board member of Dustin AB and Axel Johnson AB, among others. Prior to that, he has acted as the CEO of Bonnier AB, Com Hem AB, Eniro AB and Song Networks Holding AB, among others.

Pakalén is a partner at Cevian Capital AB, investment advisor to the international investment firm, Cevian Capital. He has earlier worked as an Associate at Danske Bank Corporate Finance.

It was also noted by the shareholders' nomination board that 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.

Reportedly, the Annual General Meeting 2010 of Tieto 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.

Tieto's 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 2018.

The members of the company's shareholders' nomination board are Martin Oliw, partner, Cevian Capital AB; Petter Söderström, investment director, Solidium Oy; Mikko Mursula, chief investment officer, Ilmarinen Mutual Pension Insurance Company; Satu Huber, CEO, Elo Mutual Pension Insurance Company and Jofs, chairman of the board of directors of Tieto.



Published in Telecomworldwire on Thursday, 24 January 2019
Copyright (C) 2020, M2 Communications Ltd.


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