Proposal by the Nomination Board for the Composition and Remuneration of the Board of Directors of Teleste Corporation
Teleste Corporation Stock exchange release 17 February 2022 at 15:00
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 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, 2021, 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 2022.
Number of members of the Board of Directors and proposal for the composition of the Board of Directors
The Nomination Board proposes to the Annual General Meeting of Teleste, scheduled to be held on April 6, 2022, that the number of the members of the Board of Directors shall remain unchanged and be confirmed as six (6).
The Nomination Board proposes that the current members of the Board of Directors will 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, Heikki Mäkijärvi and Kai Telanne.
All the proposed members of the Board of Directors are assessed to be independent of the company and of the company’s significant shareholders except for Timo Luukkainen and Vesa Korpimies, who are assessed to be independent of the company but not independent of the company’s significant shareholders due to the following: Timo Luukkainen is Chairman of the Board of Directors of Tianta Oy, and Vesa Korpimies is the CEO and 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 Nomination Board proposes that the remuneration of the Board of Directors is be kept unchanged, and that the following annual remuneration will be paid to the members of the Board of Directors: 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 proposed to be EUR 49,000 per year.
It is proposed that out of the annual remuneration to be paid to the Board members, 40 per cent of the total gross remuneration amount will be used to purchase Teleste Corporation’s shares for the Board members through trading on 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 chairman of the Audit Committee. A meeting fee of EUR 400 per meeting is proposed to be paid to the members of the Board of Directors’ Audit Committee for those Audit Committee meetings that they attend.
For more information, please contact:
Chairman of the Nomination Board
+358 2 2605 611