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 2018 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 2017, the Board held ten (10) ordinary meetings (whereof
one inaugural meeting) and four (4) extra meetings. In
addition to following up on the day-to-day business of the
group, the Board 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, focusing
both on business and compliance issues
• Follow-up of major strategic initiatives within the business
operations
• Review of the overall sustainability risks for the group,
including decisions on new or updated group policies
• Continued close monitoring and control of the investigations
of the severe corruption and money-laundering allegations
related to the investments in Uzbekistan, by the
Swedish Prosecution Authority, by the Dutch prosecutor
and police authorities, and by the US Department of Justice
and the US Securities and Exchange Commission
• Approval of global settlement of the investigations by the
US Department of Justice, the US Security and Exchange
Commission and the Dutch prosecutor
• Follow-up and review of the Telia Company’s exit process
from Eurasia
• Acquisitions of Phonero and Nebula, divestment of Telia
Company’s holding in Tcell, MegaFon and its direct holding
in Turkcell, as well as other M&A activities
• Reviewing efficiency initiatives and cost-reduction
programs
• Regulatory developments in the telecom industry
• 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 evaluated its internal work during 2017
by self-assessment, based on individually responding to
formal surveys and bilateral interviews with the Chair of the
Board and the Nomination Committee, the latter

Committees

To improve board work efficiency, the Board of Directors has appointed a Remuneration Committee and an Audit and Responsible Business 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 and Responsible Business Committee

The Audit and Responsible Business Committee reviews for example financial statements, accounting, internal controls over financial reporting and auditing. The Audit and Responsible Business 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 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 Nina Linander (Chair), Marie Ehrling, Anna Settman and Olaf Swantee.

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 2018 Annual General Meeting, annual remuneration to the Chair of the Board of Directors was set at SEK 1,740,000 and to Vice-Chair SEK 820,000. Other Board members elected by the AGM shall receive annual remuneration of SEK 580,000 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 and Responsible Business committee in the amount of SEK 250,000 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.