Proxy Report - 12/04/2018
In general, Elisa Corporation ("Elisa") is in compliance with the Finnish regulations relating the organisation and procedures of the Annual General Meeting.
Under ITEM 13, the board of directors seeks approval of the remuneration of the auditor. Since non-audit fees paid are greater than 50% of the audit fee on a three-year aggregate basis, ECGS recommends to vote OPPPOSE.
Under ITEM 15, the board of directors seeks approval of the (re-)election of the auditor. In light of the substantial amount of non-audit fees, ECGS does not approve of the reelection of the auditor either and accordingly recommends to vote OPPOSE.
Under ITEM 17, the board of directors seeks authorisation to issue and/or grant special rights entitling to shares up to a maximum of 15 millions shares (8.97% of share capital). Although the maximum number of shares to be issued would meet ECGS guidelines, ECGS notes that the authority requested includes the possibility to issue shares to the Company itself without payment. ECGS is not in favour of general authorisations to issue shares (to the Company) without payment and only approves such a proposal when there is a weighty specific reason to do so and it is in the best interest of all shareholders. As it is currently not clear what the future conditions will be, ECGS considers this proposal at present not to be in the best interest of all shareholders and accordingly recommends to vote OPPOSE.
Elisa is a telecommunications, ICT and online service company that served 2.3 million consumer, corporate and public administration organisation customers as of Dec 31 2014. Co. engages in telecommunications activities and provides ICT and online services in Finland and in selected international market areas. Co. and its subsidiaries' reportable operating segments are Consumer Customers and Corporate Customers. The Consumer Customer segment provides consumers and households with telecommunications services, such as voice and data services. The Corporate Customers segment provides to the corporate and community customers voice and data services, ICT solutions and contact center services.
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