Board of Directors

Telia Company’s Board of Directors consists of nine members elected by general meeting, serving one-year terms, and three employee representatives from the Swedish operations. The 2019 EGM elected Lars-Johan Jarnheimer as Chair of the Board of Directors.

The members elected by the Annual General Meeting 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 of Directors, 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 2021, the Board held nine (9) ordinary meetings (whereof one inaugural meeting) and two (2) extra meetings. Due to COVID-restrictions, the meetings partly moved to digital during the course of 2021.

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
• Follow-up of major strategic initiatives within the business operations
• Follow-up on the integration work related to the Bonnier Broadcasting acquisition
• Strategic 5G partnerships and launch of the 5G network throughout the footprint
• Operating model and organizational issues
• Approval of further integration of sustainability in the company business strategy, including endorsement of updated sustainability targets
• COVID-19 related issues
• M&A activities including the reaching of an agreement to sell 49 percent of Telia Company’s towers business in Finland and Norway and the completion of the sale of Telia Carrier
• Review of efficiency initiatives and cost-reduction programs
• Regulatory developments in the telecom industry
• Potential acquisitions and joint ventures
• Investments in telecom licenses and spectrum permits
• Follow-up of CAPEX, in particular, related to network investments
• Capital structure of the group
• Human resources related issues, in particular, succession planning and performance management

Further, the Board evaluated its internal work during 2021 and the result was reported to the Nomination Committee.

Committees

To improve board work efficiency, the Board of Directors has appointed a Remuneration Committee and an Audit Committee. The Committees prepare recommendations for the Board of Directors and make proposals on matters that require the Board’s approval. The Committees also continuously give reports to the Board of Directors in relation to its work.

Board Committees

To improve board work efficiency, the Board has appointed a Remuneration Committee and an Audit Committee. The Committees prepare recommendations for the Board and make proposals on matters that require the Board’s approval. The Committees also continuously give reports to the Board in relation to its work.

Remuneration Committee

The Remuneration Committee, among other things, assists the Board by preparing proposals on remuneration and monitor and evaluate on a regular basis the structures and levels of remuneration for the CEO, other members of the Group Executive Management, as well as the current remuneration structures and levels in the company. The Committee consists of Lars-Johan Jarnheimer (Chair), Rickard Gustafson and Luisa Delgado.

Audit Committee

The Audit Committee assists, among other things, the Board in fulfilling its responsibility in relation to financial reporting, internal control, internal and external audit, enterprise risk management and the company’s process for monitoring compliance with laws and regulations within financial reporting, accounting standards and other requirements for listed companies, as well as monitoring the company’s risk and compliance work. The Committee shall further approve the appointment and dismissal of the Head of Internal Audit. The Committee consists of Nina Linander (Chair), Ingrid Bonde and Tomas Eliasson.

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 adress your concerns to:

Telia Company AB, Board of Directors
Att: Secretary of the Board
Stjärntorget 1
169 94 Solna
Sweden

Remuneration

Remuneration payable to the directors: Remuneration payable to the directors until the next Annual General Meeting will be:

SEK 2,000,000 to the chair (2021: SEK 1,910,000), SEK 940,000 to the vice-chair (2021: SEK 900,000) and SEK 670,000 to each other director elected by the General Meeting (2021: SEK 640,000).

The chair of the Board of Directors' Audit will receive remuneration of SEK 300,000 (2021: SEK 285,000) and other members of the Audit will receive SEK 170,000 each (2021: SEK 160,000), the chair of the Board of Directors' Audit Committee will receive SEK 75,000 (2021: SEK 75,000) and other members of the Audit Committee will receive SEK 75,000 each (2021: SEK 75,000).

Board of Directors

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Lars-Johan Jarnheimer

Ingrid Bonde

Hannes Ametsreiter

Stefan Carlsson

Luisa Delgado

Tomas Eliasson

Rickard Gustafson

Jeanette Jäger

Nina Linander

Jimmy Maymann

Martin Sääf

Rickard Wäst

Activities

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Committees

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Remuneration

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