Proposal by the Shareholders´ Nomination Board for the composition and remuneration of the Board of Directors of Teleste Corporation
Teleste Corporation
Stock exchange release
February 5, 2024 at 20:00
PROPOSAL BY THE SHAREHOLDERS’ NOMINATION BOARD FOR THE COMPOSITION AND REMUNERATION OF THE BOARD OF DIRECTORS OF TELESTE CORPORATION
Shareholders’ Nomination Board
The General Meeting of Shareholders of Teleste Corporation (“Teleste”), held on April 22, 2020, decided, by proposal of Teleste’s Board of Directors, to set up a Shareholders’ Nomination Board for the purpose of preparing proposals on the election and remuneration of the members of the Board of Directors to the Annual General Meeting and for ensuring that the Board of Directors and its members have sufficient competence and experience to meet the needs of the company.
Based on the ownership situation on August 30, 2023, the following representatives of the three largest shareholders were appointed as members of the Nomination Board: Timo Luukkainen, representing Tianta Oy, Patrick Lapveteläinen, representing Mandatum Henkivakuutusosakeyhtiö, and Esko Torsti, representing Keskinäinen Eläkevakuutusyhtiö Ilmarinen. The Nomination Board elected Timo Luukkainen as its chairman.
Proposals by the Nomination Board
The Nomination Board has submitted its proposals to Teleste’s Board of Directors, to be presented to the Annual General Meeting of 2024.
Number of members of the Board of Directors and proposal for the composition of the Board of Directors
The Shareholders’ Nomination Board proposes that the number of the members of the Board of Directors remain unchanged and be confirmed as six (6).
The Shareholders’ Nomination Board proposes that the following current members of the Board of Directors be re-elected for the new term of office, extending until the end of the next Annual General Meeting: Timo Luukkainen, Jussi Himanen, Vesa Korpimies, Mirel Leino-Haltia and Kai Telanne. Current board member Heikki Mäkijärvi will no longer continue as a board member. The Shareholders’ Nomination Board proposes that Anni Ronkainen be elected as a new member.
Anni Ronkainen (b. 1966, M.Sc. (Econ.)) is a seasoned board professional excelling in digital transformation, change management, data and analytics, digital development, P/L management, and people, competence, and performance management. She has previously acted as EVP and Chief Digital Officer at Kesko Oyj between 2015-2023, Country Manager Finland and Industry Head at Google Finland between 2008-2015, CEO of McCann Helsinki Group between 2006-2008, and held several leadership positions in Satama Finland (Satama Interactive), Publicis-Törmä and Consumer Compass. Ronkainen currently serves as a member of the Board of Directors of Loihde Plc, Posti Group Corporation, Lassila & Tikanoja plc, Aallon Group Oyj, Kontiotuote Oy and Fennia Mutual Insurance Company.
All the proposed members of the Board of Directors have been assessed to be independent of the company and of its significant shareholders except for Timo Luukkainen and Vesa Korpimies, who have been assessed to be independent of the company but not independent of its significant shareholder on the following grounds: Timo Luukkainen is the Chairman of the Board of Directors of Tianta Oy, and Vesa Korpimies is the President and CEO and a member of the Board of Directors of Tianta Oy.
All the proposed members of the Board of Directors have given their permission for their election.
Proposal for the remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors remain unchanged, and that the following annual remuneration will be paid to the members of the Board of Directors elected at the Annual General Meeting: EUR 66,000 per year for the Chairman and EUR 33,000 per year for each member. The annual remuneration of the Board member who acts as the Chairman of the Audit Committee is EUR 49,000 per year.
It is proposed that out of the annual remuneration to be paid to the Board members, 40 % of the total gross remuneration amount will be used to purchase Teleste Corporation’s shares for the Board members through trading on a regulated market organized by Nasdaq Helsinki Ltd, and the rest will be paid in cash.
No separate meeting fee is to be paid to the members of the Board of Directors or to the Chairmans of the Board of Directors’ Committees. A meeting fee of EUR 400 per meeting is to be paid to the members of the Board of Directors’ Committees for those committee meetings that they attend.
For more information, please contact:
Timo Luukkainen,
Chairman of the Nomination Board
+358 2 2605 611
About Teleste
Teleste offers an integrated product and service portfolio that makes it possible to build and run a better networked society. Our solutions bring television and broadband services to you, secure your safety in public places and guide your use of public transport. With solid industry experience and drive for innovations, we are a leading international company in broadband, security and information technologies and related services. We connect with our customers through a global network of offices and partners. In 2022, Teleste's net sales reached EUR 165 million and it had approximately 860 employees. Teleste is listed on Nasdaq Helsinki. For more information, visit www.teleste.com.