Board of Directors

Telia Company's Board of Directors consists of eight members elected by general meetings, serving one-year terms, and three employee representatives from the Swedish operations. The 2016 AGM elected Marie Ehrling as Chair of the Board.

An additional Finnish employee representative is present at Board meetings but without voting rights. The members elected by the AGM are considered to be independent in relation to the company and to the shareholders.

The Board of Directors is responsible for the company's organization and the management of the company's business, which means that the Board of Directors determines the Group's general strategy and makes strategic decisions of greater importance.

The Board of Directors appoints the Chief Executive Officer and issues guidelines for the management of the Group.

The guidelines for the work of the Board of Directors are set down in standing orders. The standing orders contain rules regarding the number of ordinary Board meetings (at least five ordinary meetings per calendar year), the agenda of ordinary Board meetings, responsibilities within the Board, including the obligations of the Chair of the Board, responsibilities of members of the Board and the CEO, and how work is carried out in committees.

Activities

In 2015, the Board of Directors held 9 ordinary meetings and 7 extra meetings. In addition to following up on the day-to-day business of the group, the Board of Directors paid special attention to:

 

In 2015, the Board of Directors held 9 ordinary meetings and 7 extra meetings. In addition to following up on the day-to-day business of the group, the Board of Directors paid special attention to:

  • Strategic options, with specific review of the changing business environment in the telecom industry
  • Assessment of the operations in region Eurasia, resulting in a decision to reduce the presence in the region and over time fully leave
  • Follow-up of major strategic initiatives within the business operations, including for example pricing strategy and fiber roll-out
  • Review of the overall sustainability risks for the group, including decisions on new or updated group policies
  • Further follow-up of the review of transactions in Eurasia as well as the severe corruption and money-laundering allegations related to the investments in Uzbekistan, currently under criminal investigation by the Swedish Prosecution Authority, by the Dutch prosecutor and police authorities, and by the U.S. Department of Justice and the U.S. Securities and Exchange Commission
  • Reviewing efficiency initiatives and cost-reducing programs
  • Regulatory developments in the telecom industry
  • Structure for target model and financial targets
  • Potential acquisitions, joint ventures and increase of ownership in subsidiaries
  • Investments in telecom licenses and frequency permits
  • Follow-up of CAPEX, in particular related to network investments
  • Developments in the associated companies in Turkey and Russia
  • Capital structure of the group
  • Operating model and organizational issues
  • Human Resources issues, in particular succession planning and performance management

Further, the Board of Directors evaluated its internal work during 2015 by self-assessment, based on individually responding to formal surveys and bilateral interviews with the Chair of the Board. The results of the evaluation were reported to the Nomination Committee.

Committees

To improve board work efficiency, the Board of Directors has appointed a Remuneration Committee, an Audit Committee and a Sustainability and Ethics Committee. The committees prepare recommendations for the Board.

The Remuneration Committee

The Remuneration Committee handles issues regarding salary and other remuneration to the CEO and Group Executive Management, incentive programs that target a broader group of employees and succession planning. The Remuneration Committee has the authority to approve remuneration to the members of Group Executive Management, except for the CEO remuneration which is decided by the entire Board of Directors. The committee consists of Marie Ehrling, (Chair), Susanna Campbell and Olli-Pekka Kallasvuo.

The Audit Committee

The Audit Committee reviews for example financial statements, accounting, internal controls over financial reporting and auditing. The Audit Committee has the authority to decide on audit scope and audit fees and to approve purchase of other services from the external auditors. The committee consists of Nina Linander (Chair), Marie Ehrling and Olaf Swantee.

The Sustainability and Ethics Committee

The Sustainability and Ethics Committee primarily reviews the sustainability strategy, the progress of the Sustainability Priority Action Plan and the Ethics and Compliance programs as well as the external sustainability reporting. The committee consists of Mikko Kosonen (Chair), Marie Ehrling and Anna Settman.

If you believe there are deficiencies in Telia Company’s financial reporting or if you suspect any misconduct within the Telia Company group, you may address your concerns to:

Telia Company AB, Board of Directors
Att: Jonas Bengtsson, Secretary of the Board
Stureplan 8 SE-106 63 Stockholm
Sweden

Remuneration

At the 2015 Annual General Meeting, annual remuneration to the Chair of the Board of Directors was set at SEK 1,600,000 and to Vice-Chair SEK 775,000. Other Board members elected by the AGM shall receive annual remuneration of SEK 545,000 each.

No remuneration is paid to members who are employed within the Telia Company Group.

The AGM furthermore determined that annual remuneration shall be paid to the chair of the  audit committee in the amount of SEK 200,000 and to other members of the audit committee in the amount of SEK 150,000 each.

The chair of the remuneration committee will be paid an annual fee of SEK 70,000, and other members of the remuneration committee will be paid an annual fee of SEK 50,000 each.

The chair of the sustainability and ethics committee will be paid an annual fee of SEK 70,000, and other members of sustainability and ethics committee will be paid an annual fee of SEK 50,000 each.