Proposal by the Shareholders’ Nomination Board of Tieto Corporation to the Annual General Meeting to be convened on 25 March 2013
Proposal by the Shareholders’ Nomination Board of Tieto Corporation to the
Annual General Meeting to be convened on 25 March 2013
Tieto Corporation STOCK EXCHANGE RELEASE 28 January 2013, 10.00 am EET
The Shareholders’ Nomination Board of Tieto Corporation proposes to the Annual
General Meeting that the meeting would decide as follows:
1 Number and composition of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the Board of Directors shall have eight members and that current Board members
Kurt Jofs, Eva Lindqvist, Sari Pajari, Risto Perttunen, Markku Pohjola, Teuvo
Salminen, Ilkka Sihvo and Jonas Synnergren be re-elected. 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 biographical details of the candidates and information on their holdings
are available in the section entitled “Members of the Board” at
In addition to the above, 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.
2 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: EUR 31 500 to the
ordinary members of the Board of Directors, EUR 48 000 to the Deputy Chairman
and EUR 72 000 to the Chairman. The same fee as 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 member of the Board of the Directors be paid a
remuneration of EUR 800 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 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 January 1 – March 31 2013. 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.
3 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
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 2012.
The composition of the Shareholders’ Nomination Board having prepared the
proposal for AGM 2013 is the following:
Lars Förberg, Managing Partner, Cevian Capital AG,
Kari Järvinen, Managing Director, Solidium Oy,
Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company,
Pekka Pajamo, Chief Financial Officer, Varma Mutual Pension Insurance Company,
Markku Pohjola, 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:
Jouko Lonka, General Counsel, tel. +358 2072 78182, +358 400 424 451,
jouko.lonka (at) tieto.com
NASDAQ OMX Helsinki
NASDAQ OMX Stockholm
Tieto is the largest Nordic IT services company providing full life-cycle
services for both private and public sectors. The company has global presence
through its product engineering business and the global delivery centers. Tieto
is committed to develop enterprises and society through IT by realizing new
opportunities in customers’ business transformation. At Tieto, we believe in
professional development and results.
Founded 1968, headquartered in Helsinki, Finland and with approximately 17 000
experts, the company operates in over 20 countries with net sales at
approximately EUR 1.8 billion. Tieto’s shares are listed on NASDAQ OMX in
Helsinki and Stockholm. Please visit www.tieto.com for more information.