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 2019 AGM elected Marie Ehrling as Chair of the Board and at an EGM in November 2019 Lars-Johan Jarnheimer was elected Chair of the Board.

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 2018, the Board held eleven (11) ordinary meetings (whereof
one inaugural meeting) and nine (9) 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

• Follow-up of major strategic initiatives within the business operations

• Operating model and organizational issues

• Assessment of discontinued operations in Eurasia, focusing both on business and compliance issues

• Follow-up and review of the Telia Company’s exit process from Eurasia

• Review of the overall sustainability risks for the group, including decisions on new or updated group policies

• Monitoring of the court proceeding related to corruption and money-laundering allegations against former employees and disgorgement claim against the company related to the investments in Uzbekistan

• Monitoring of the global settlement of the investigations by the US Department of Justice, the US Security and Exchange Commission and the Dutch prosecutor

• Acquisitions of Get and TDC Norway as well as acquisition of Bonnier Broadcasting, divestment of Telia Company’s entire holding in Spotify and divestment of the Eurasian subsidiaries Kaztranscom, Azercell, Geocell, Ucell, Kcell as well as other M&A activities

• Review of 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 spectrum permits

• Follow-up of CAPEX, in particular related to network investments

• Developments in Turkcell in Turkey

• Capital structure of the group, including the share buyback program

• Human resources related issues, in particular succession planning and performance management

Further, the Board evaluated its internal work during 2018 by external assessment 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 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 Lars-Johan Jarnheimer, (Chair), Olli-Pekka Kallasvuo and Rickard Gustafson.

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), Lars-Johan Jarnheimer and Jimmy Maymann.

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
Stjärntorget 1
169 94 Solna
Sweden

Remuneration

At the 2019 Annual General Meeting, annual remuneration to the Chair of the Board of Directors was set at SEK 1,825,000 and to Vice-Chair SEK 860,000. Other Board members elected by the AGM shall receive annual remuneration of SEK 610,000 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 275,000 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.

Board of Directors

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Lars-Johan Jarnheimer

Olli-Pekka Kallasvuo

Rickard Gustafson

Nina Linander

Jimmy Maymann

Anna Settman

Olaf Swantee

Martin Tivéus

Agneta Ahlström

Stefan Carlsson

Hans Gustavsson

Activities

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Committees

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Remuneration

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