Elisa Oyj

Governance Information • Jan 28, 2021

Corporate Governance Statement

contents

contents

Introduction …………………………………………………………………………………	3
Descriptions of governance ………………………………………………………	3
Elisa's governance structure………………………………………………………	3
General Meeting of Shareholders and Articles of Association ………………………………………………………………	4
Shareholders' nomination board………………………………………………	4
Composition and operations of the Board of Directors ………	5
Information on Board members ………………………………………………	6
CEO and other management ……………………………………………………	10
Descriptions of internal control procedures and main features of risk management systems …………………………	14
Other information to be provided in the statement ……………	15
………………………………………………………………………… Internal auditing	15
Code of conduct and compliance ……………………………………………	15
……………………………… Principles on Related Party Transactions	15
Main procedures relating to insider administration ……………	15
Auditors …………………………………………………………………………………………	16

Corporate governance statement

Introduction Descriptions of governance Elisa's governance structure

I INTRODUCTION

Elisa Corporation observes the recommendations of the Finnish Corporate Governance Code, which entered into force on 1 January 2020. Elisa does not depart from the recommendations of the Code.

The Corporate Governance Statement 2020 has been prepared in accordance with the Corporate Governance Code. The Finnish Corporate Governance Code is available at cgfinland.fi.

Elisa publishes its Corporate Governance Statement as a separate document and later as part of the Annual Report. The Audit Committee of Elisa's Board has examined the Statement. The Statement is not updated during the financial year but updated information is available on Elisa's website at elisa.com/investors.

The Annual General Meeting held on 2 April 2020 decided on Elisa's Remuneration Policy, available on the company website. Elisa will publish a separate 2020 Remuneration Report.

Elisa's financial statements, including a report on operations, are published on Elisa's website at elisa.com.

II DESCRIPTIONS OF GOVERNANCE

Elisa's governance structure

General Meeting of Shareholders and Articles of Association

The General Meeting of Shareholders is Elisa's highest decisionmaking body. Among other things it approves the income statement and balance sheet. It declares the distribution of profits according to the proposal of the Board of Directors. The General Meeting appoints auditor and members to the Board of Directors including the Chair and the Deputy Chair, and approves discharge from liability.

General Meeting of Shareholders and Articles of Association Shareholders' nomination board

Notices of General Meetings of Shareholders are posted on Elisa's website no later than three weeks prior to the meeting. A stock exchange release is also issued for each notice and can be found on Elisa's website. The agenda for the meeting is specified in the notice. Proposals from the Board of Directors for the meeting may be viewed on Elisa's website prior to the meeting. In addition, the company may, if the Board of Directors so decides, publish a notice containing information on the date, time and place of the Meeting and the address of the company's website in a newspaper published in Finland.

Elisa's Articles of Association may be examined on Elisa's website at elisa.com. Any decisions to amend the Articles of Association are taken by a General Meeting of Shareholders.

Elisa's Annual General Meeting 2020 was held on 2 April 2020 in Helsinki. Due to the Covid-19 situation and restrictions the AGM was hels with exceptional arrangements at Elisa's headquarters. With the exception of the chair, the members of the board and the nominated members were not present at the meeting.

Shareholders' nomination board

Elisa's Annual General Meeting decided in 2012 to establish a shareholders' nomination board, which is the body with responsibility of preparing the proposals to the Annual General Meeting for the election and remuneration of the members of

the Board of Directors of Elisa, and it also accepted a charter for the nomination board. The shareholders' nomination board has been established for the time being. The term of each nomination board expires when the next shareholders' nomination board has been appointed.

The biggest shareholders were determined according to the shareholder register of Elisa on 31 August 2020, and they named the members of the nomination board. The composition of the nomination board since September 2020 has been as follows:

• Mr Antti Mäkinen, Chief Executive Officer, nominated by Solidium Oy
• Mr Jouko Pölönen, Chief Executive Officer, nominated by Ilmarinen Mutual Pension Insurance Company
• Mr Reima Rytsölä, Chief Investment Officer, nominated by Varma Mutual Pension Insurance Company
• Ms Hanna Hiidenpalo, Chief Investment Officer, nominated by Elo Mutual Pension Insurance Company
• Mr Anssi Vanjoki, Chair of Elisa's Board of Directors Mr Antti Mäkinen has acted as chair of the nomination board.

The shareholders' nomination board convened five times in 2020. In addition, the member candidates were interviewed between the meetings. The nomination board discussed the size of the Board, its composition and diversity, and the areas of expertise that are seen as best for the company. The nomination board also examined the remuneration of Board members. Additionally the nomination board reviewed and discussed the self-evaluation of the Board.

On 30 November 2020, the nomination board announced its proposal to Elisa's Board for the notice of the Annual General Meeting 2021 as follows:

• The amount of annual remuneration for the members of the Board of Directors and remuneration for meeting participation be changed as follows: The Chair is paid an annual remuneration of EUR 126,000 (EUR 123,000 in 2020), the Deputy Chair and the Chairs of the Committees EUR 84 000 (EUR 82,000 in 2020), and other Board members EUR 69,000 (EUR 67,000 in 2020). In addition, a meeting fee of EUR 800 per meeting of the Board and of a Committee would be paid. However, if a Board member lives permanently outside Finland and is physically present in the Board or Committee meeting, which is held in a country other than his/ her permanent home country, then the meeting fee would be EUR 1,600 (EUR 750 in 2020, irrespective of the home country of the Board member or the country in which the meeting was held). According to the proposal, the annual remuneration will be paid partly in Company shares and partly in cash so that 40% of the remuneration is used to acquire Company shares in the name of and on behalf of the Board members, and the remainder will be paid in cash in order to cover withholding tax on the annual remuneration. The shares will be acquired for the Board members from the stock exchange on the third trading day following the publication of the first quarter interim report of 2021. The proposal does not include share transfer restrictions; however the Shareholders' Nomination Board does require that members of the Board hold shares in the company.
• That the number of members of the Board of Directors would be eight (seven members in 2020).
• That Ms Clarisse Berggårdh, Mr Kim Ignatius, Mr Topi Manner, Ms Eva-Lotta Sjöstedt, Ms Seija Turunen, Mr Anssi Vanjoki and Mr Antti Vasara be re-elected as members of the Board.
• That Maher Chebbo is elected as new member of the Board.
• That Mr Anssi Vanjoki be elected as the Chair of the Board and Ms Clarisse Berggårdh be elected as the Deputy Chair.

Charter and operations of the Board of Directors

Composition and operations of the Board of Directors

The Board attends to the administration and proper organisation of the company's operations in accordance with the Finnish Limited Liability Companies Act and other regulations. The Board decides on matters that under law are subject to decision by the Board. The company's Board has adopted a charter for itself.

The charter tasks the Board with deciding the company's strategic guidelines and the targets for Elisa's management, and with monitoring their achievement. The Board must also appoint the CEO and decide on the composition of the Executive Board. The Board regularly monitors financial performance and the development of the company's financial standing. The Board also supervises the compliance of Elisa's administration with regulation, and the management of operational risks and other risks. The Board addresses major investments in and disposal of businesses or assets, and also sets the boundaries for the company's management in executing operational investments and financial arrangements.

According to the charter, the following are particularly subject to the Board's decision:

• Elisa's strategic guidelines
• distribution policy
• convening General Meetings and submitting proposals
• matters having to do with Elisa's stock and Elisa shareholders
• major mergers and acquisitions, as well as investments
• financial statements, half-year financial reports and interim reports
• appointment, dismissal and terms of employment of the CEO and members of the Executive Board.

The charter also specifies other matters to be addressed by the Board, such as adopting the annual financial plan, the principles of the company's organisation and the main business policies. The Board conducts an annual self-evaluation of its activities executed in the form of a questionnaire or by external evaluation. Members of the Board of Directors are not allowed to participate in decision-making for which they must legally disqualify themselves due to conflict of interests.

In 2020, the Board focused in particular on the strategy and its implementation, 5G developments, Covid-19 developments and impacts, as well as on investments in acquisitions and partnerships, e.g. camLine and CalcuQuote acquisitions and a cooperation arrangement with the NENT Group. Other focus areas were e.g. market development, customer satisfaction and responsibility, and the approval of Elisa's updated Code of Conduct. In addition, the Board agreed with Elisa's CEO that he would continue to serve as the CEO until further notice instead of retiring at age of 60.

Composition of the Board of Directors

According to Elisa's Articles of Association, the Board comprises a minimum of five and a maximum of nine members. The members of the Board are appointed at the Annual General Meeting for a one-year term of office starting at the close of the relevant General Meeting, and ending at the close of the next Annual General Meeting. The Annual General Meeting also elects the Chair and the Deputy Chair of the Board.

At its organising meeting, the Board annually decides upon committees, their chairs and members. In 2020, the acting committees were the People and Compensation Committee and the Audit Committee. The duties and charters of the committees are adopted by the Board.

At the Annual General Meeting of 2 April 2020, seven (7) members were elected to the Board until the next Annual General Meeting. Ms Clarisse Berggårdh, Mr Kim Ignatius, Ms Seija Turunen, Mr Anssi Vanjoki and Mr Antti Vasara were re-elected as members of the Board, and Mr Topi Manner and Ms Eva-Lotta Sjösted were elected as new members of the Board.

Information on Board members

Anssi Vanjoki

Chair

• Chair of the Board since 2019, member since 2018.
• (1956), M.Sc (Econ.), Helsinki School of Economics.
• Finnish citizen.

Clarisse Berggårdh Deputy Chair

Committee.

shareholders.

1994–2000.

Helsinki. • Finnish citizen

• Independent of the company and significant shareholders.
• Key Employment history: Lappeenranta University of Technology, Professor 2013–2019. Nokia Oyj, Executive Vice President and General Manager 1998–2011, Senior Vice President 1994–1998, Vice President 1991–1994. 3M Corporation, various positions 1981–1991.

• Deputy Chair since 2020, member of the Board since 2016. Chair of the People and Compensation

• (1967), M.Sc (Econ.), Svenska Handelshögskolan

• Independent of the company and significant

• Key employment history: Pohjoisranta BWC Oy, CEO 2016–. IUM Finland, CEO 2014–2016. Sanoma Magazines Finland, CEO 2010–2013, Advertising Sales Director 2006–2010, Dagmar Media Agency, Client Director 2003–2006, Codetoys, Business Director 2001–2003, Valio, Marketing manager

• Member since 2019. Member of the Audit Committee.
• (1956), B.Sc (Econ.), Helsinki School of Economics.
• Finnish citizen.
• Independent of the company and significant shareholders.
• Key employment history: Sanoma Corporation, Executive Vice President in 2017, CFO in 2008–2016. TeliaSonera AB, Executive Vice President and CFO 2003–2008. Sonera Oyj, Executive Vice President and CFO 2000–2002. Tamro Oyj, Group CFO 1997–2000.
• Main Board memberships and public duties currently undertaken: Chair of the Board and the Audit Committee, member of the Remuneration Committee: Rovio Entertainment Corporation. Vice Chair of the Board and Chair of the Audit Committee: Yliopiston Apteekki. Vice Chair of the Board: Directors' Institute Finland.

Topi Manner

• Member of the Board since 2020. Member of the Audit Committee.
• (1974), M.Sc. (Econ.), Turku School of Economics
• Finnish citizen.
• Independent of the company and significant shareholders.
• Key employment history: Finnair Oyj, CEO 2019–. Nordea, member of Nordea's Group Executive Management and Head of Personal Banking 2016–2018, various executive roles 2006–2016.
• Main board memberships and public duties currently undertaken: Vice Chair: Finland Chamber of Commerce.

Eva-Lotta Sjöstedt

• Member of the Board since 2020. Member of the People and Compensation Committee.
• (1966), IHM Business School Bachelors degree (KY) Economics, Marketing. The Wharton School Executive education course 2013.
• Swedish citizen.
• Independent of the company and significant shareholders.
• Key employment history: Senior advisory roles 2017–. Georg Jensen, CEO 2016–2018. Karstadt, CEO 2014–2015. IKEA Group, Global Deputy Retail Manager 2012–2013, CEO IKEA Netherlands 2009–2012, Various Executive roles for starting up IKEA Japan 2005–2009. Various positions in design and fashion.
• Main board memberships and public duties currently undertaken: Metro AG: Member of Supervisory Board. Tritax EuroBox PLC: Non executive director.

Antti Vasara

• Member of the Board since 2017. Member of the People and Compensation Committee.
• (1965), Dr. Tech (Tech. Physics), Helsinki University of Technology.
• Finnish citizen.
• Independent of the company and significant shareholders.
• Key employment history: VTT Technical Research Centre of Finland Ltd, CEO 2015–. Tieto Corporation, EVP 2012-2015. Nokia Corporation, SVP 2003-2012. SmartTrust Ltd, CEO 2000–2003. McKinsey & Company, Management consultant 1993–2000. Helsinki University of Technology, Researcher 1986–1991.
• Main Board memberships and public duties currently undertaken: Member of the Board: Jane and Aatos Erkko Foundation. President and Member of the Board: European Association of Research and Technology Organisations (EARTO).

Seija Turunen

• Member of the Board since 2014. Chair of the Audit Committee.
• (1953), M.Sc. (Econ.), Graduated 1976 from Helsinki School of Economics and Business Administration, and with M.Sc (Econ.) in 1978.
• Finnish citizen.
• Independent of the company and significant shareholders.
• Key employment history: Finnlines Oyj, Advisor to the Board 2013–2014. Finnlines Oyj, Vice President and CFO 2007–2013, and Director of Harbor Functions and CEO of harbor companies (Finnsteve-yhtiöt) 2010–2013. Finnlines Oyj, Director of Finance 1992–2007. Other positions before 1992: Kansallis-Osake-Pankki, Midland Montagu, Finca, Enso-Gutzeit.
• Main Board memberships and public duties currently undertaken: Chair of the Board: Traffic Management Finland Oy and Finnpilot Pilotage Oy. Member of the Board and Chair of the Audit Committee: Pihlajalinna Oyj.

Independence of Board members

The Board has assessed that each member of the Board of Directors is independent of the company and of any significant shareholders.

Elisa holdings of Elisa's current Board members and legal entities controlled by them	Number of shares, 31 December 2020
Anssi Vanjoki, Chair	3,483
Clarisse Berggårdh, Deputy Chair	3,367
Kim Ignatius, member	1,172
Topi Manner, member	481
Eva-Lotta Sjöstedt, member	481
Seija Turunen, member	1,918
Antti Vasara, member	2,526

Attendance at meetings by the Board members

Attendance at board meetings by Elisa's Board members in 2020	Attendance/ Meetings
Anssi Vanjoki, Chair	15/15
Clarisse Berggårdh, Deputy Chair since 2 April 2020	15/15
Kim Ignatius, member	15/15
Petteri Koponen, Deputy Chair and member until 2 April 2020	6/6
Topi Manner, member since 2 April 2020	9/9
Leena Niemistö, member until 2 April 2020	6/6
Eva-Lotta Sjöstedt, member since 2 April 2020	8/9
Seija Turunen, member	15/15
Antti Vasara, member	15/15

Appointment and diversity principles for Board members

At Elisa, diversity is seen as an essential part of corporate responsibility and as a factor in success that enables achievement of strategic targets and continuous improvement of customer intimacy.

In planning the composition of the Board, the shareholders' nomination board takes into account the requirements of Elisa's business operations, the phase of development and the competence requirements of the Board committees. In appointing members of the Board, the target is to ensure that the Board as a whole supports the development of Elisa's current and future business operations. Diversity plays a part in supporting this goal.

Diversity is considered from different perspectives. From Elisa's point of view, it is important to have Board members with diverse backgrounds in terms of competence, training, and experience of differing business operations, of varying stages of business development, and of leadership, as well as diverse personal characteristics. Experience of international business environments and different cultures in addition to consideration of age and gender will support the diversity of the Board. The objective is to have at least two representatives of both genders.

A person elected as an Elisa Board member must have the competence required for the position and be able to devote a sufficient amount of time to the duties required. In forming the composition of the Board, long-term needs and successor planning will be taken into account.

According to the Articles of Association of Elisa, the Board comprises of no less than five (5) and no more than nine (9) members. The number of Board members and the composition of the Board shall be such that the Board is capable of efficiently carrying out its tasks. The proposal regarding the number of members and composition of the Board is prepared by the Shareholders Nomination Board of Elisa. Members of the Board are elected at the Annual General Meeting.

In 2020, at the Annual General Meeting, seven members were elected to the Board. The competence, training, experience and personal characteristics of the Board are different and complement each other. The Board is composed of two different nationalities. The Board consists of three women and four men between 46 and 67 years of age. The composition of the Board as a whole is in accordance with Elisa's diversity principles.

The principles concerning the election of the Board and its diversity are available on the company's website at elisa.com.

Board committees

People and Compensation Committee

According to its charter, the People and Compensation Committee deals with and prepares remuneration especially within management, Elisa's remuneration policy and report, longterm incentive schemes, an other matters relating to developing management and personnel.

In 2020, the People and Compensation Committee comprised Ms Clarisse Berggårdh (Mr Petteri Koponen until 2 April 2020), Committee Chair and members Ms Eva-Lotta Sjösted (since 2 April 2020, Ms Leena Niemistö until 2 April 2020) and Mr Antti Vasara.

In 2020, the People and Compensation Committee focused on e.g. employee satisfaction, a remuneration policy and report, long-term and short-term remuneration systems, and comparing management remuneration with general market practice.

Audit Committee

The Audit Committee is tasked with supervising the proper organisation of the company's accounting and financial administration, financing, internal and financial auditing, and risk management. As regards financial reporting and auditing, the Audit Committee specifically monitors and assesses the company's financial reporting system, the effectiveness of internal control and auditing and risk management systems, the independence of the auditor, and in particular the provision of non-audit services. The Audit Committee also monitors and assesses execution of the related party policy.

According to its charter, the following in particular are addressed and prepared by the Audit Committee:

• significant changes in recognition principles
• significant changes in items measured on the balance sheet
• follow-up to ensure the independence of the auditor
• matters reported by internal auditing
• financial statements, half-year financial reports, interim reports and Corporate Governance Statement
• risk reports and organisation of risk management
• organisation of financial administration and financing
• related party policy.

The Committee also regularly reviews reports from internal auditing and the financial auditors, and prepares proposals on the audit.

Attendance at Committee meetings by Elisa's Board members in 2020

Members of the Committees	People and Compensation Committee	Audit Committee
Clarisse Berggårdh	2/2	1/1
Kim Ignatius		5/5
Petteri Koponen, until 2 April 2020	1/1
Topi Manner, since 2 April 2020		4/4
Leena Niemistö, until 2 April 2020	1/1
Eva-Lotta Sjöstedt, since 2 April 2020	2/2
Seija Turunen		5/5
Anssi Vanjoki	3/3	5/5
Antti Vasara	3/3

In 2020, the Chair of the Audit Committee was Ms Seija Turunen and the members were Mr Kim Ignatius and Mr Topi Manner (since 2 April 2020, Ms Clarisse Berggårdh until 2 April 2020). The principal auditor also attends Committee meetings.

In 2020, the Audit Committee focused on e.g. financial performance, financial and other risks and controls, impairment testing, privacy matters, Elisa's mission, corporate responsibility topics, including a stakeholder analysis, as well as a review of previous acquisitions.

Duties of the CEO

Elisa's Chief Executive Officer (CEO) manages the company's business and administration in accordance with instructions and orders from the Board of Directors, the Articles of Association and the Finnish Limited Liability Companies Act. The CEO prepares the company's strategy plans and objectives to the Board. The CEO is also responsible for implementing the approved strategy and plans. The CEO is also responsible for ensuring that the company's accounting practices comply with the law and that financial matters are handled in a reliable manner. The CEO is appointed by the Board of Directors. Mr Veli-Matti Mattila served as CEO in 2020.

CEO and other management

Veli-Matti Mattila

Chief Executive Officer

• Born 1961, M.Sc. (Tech.), MBA
• Joined the company in 2003
• Key employment history: CEO of Oy LM Ericsson Ab from 1997 to 2003. He has held various positions in the Ericsson Group in Finland and the USA since 1986. Mr Mattila's previous career also includes expert advisory tasks in Switzerland at Ascom Hasler AG.
• Main Board memberships and public duties currently undertaken: Member of the Board of Directors: Research Institute of the Finnish Economy (ETLA) and Finnish Business and Policy Forum (EVA), Service Sector Employers PALTA, Mannerheim Foundation, Helander Foundation, and ShedHelsinki Foundation. Member of the Supervisory Board: Finnish Fair Association.

Holdings in Elisa of the CEO and legal	Number of shares,
entities controlled by him	31 December 2020
Veli-Matti Mattila, CEO	88,356

Other management team

Elisa's Executive Board prepares the company strategy, directs the company's regular operations, monitors the development of results, and deals with issues having substantial financial or other impact on Elisa, including significant mergers and acquisitions, as well as organisational changes. In addition, the Executive Board monitors risk management and is responsible for the proper organisation of administration under the CEO's guidance. Matters stipulated in the charter of the Board as requiring a decision by the Board of Directors are submitted for decision-making by the Board.

Members of Elisa's Executive Board

Timo Katajisto

Executive Vice President, Corporate Customers

• Born 1968, M.Sc. (Tech.)
• Joined the company and the Executive Board in 2008
• Key employment history: Elisa, Executive Vice President, Production 2008–2014. Nokia Siemens Networks, Member of the Executive Board, responsible for strategic projects and quality 2007. Nokia Networks, Member of the Executive Board, responsible for production and network installation 2005–2007. Various positions at Nokia Networks and its predecessor Nokia Telecommunications, 1992–2005.
• Main Board memberships and public duties currently undertaken: Member of the Economic Policy Committee of Service Sector Employers Palta. Member of the Board of FiCom ry.

Jari Kinnunen

Chief Financial Officer

• Born 1962, M.Sc. (Business Finance and Accounting)
• Joined the company in 1999, member of the Executive Board since 2005
• Key employment history: Yomi Plc, CEO and President 2004. Elisa Kommunikation GmbH, CFO 1999–2004. Polar International Ltd, Managing Director 1996–1999 and Controller, 1990–1996. Oy Alftan Ab, Controller 1987–1990.
• Main Board memberships and public duties currently undertaken: Member of the Economy and Tax Committee of the Confederation of Finnish Industries EK.

Sami Komulainen

• Executive Vice President, Production
• Born 1976, M.Sc. (Tech.)
• Joined the company in 1999, member of the Executive Board since 2019
• Key employment history: Elisa, Vice President, Production Unit, Network Services 2018–2019, and Vice President, Mobile Services and Logistics 2013–2018. Various positions at Elisa 1999–2013.

Henri Korpi

Executive Vice President, International Digital Services

• Born 1973, LLM
• Joined the company in 2006, member of the Executive Board since 2017
• Key employment history: Elisa, Vice President, subscription business of Consumer Customers unit 2011–2017, Senior Business Controller of Consumer Customers unit 2006–2011. Saunalahti Group, Finance Manager 2002–2006. Riot Entertainment Oy, CFO 2000–2002. Takomo Bros Oy, Finance Manager 1998–2000.

Antti Nieminen

Executive Vice President, Marketing

• (1975), M.Sc.
• Joined the company and the Executive Board in 2020
• Key employment history: F-Secure Plc. Vice President, Brand 2018–2020. OP Financial Group, Head of Marketing 2015–2018. Finnair Plc. Brand and Marketing Leadership roles 2008–2015. Unilever, Brand and Marketing Management roles 2005–2007. Brand and Marketing Management roles at Carat, Hartwall and Kauppalehti 1999–2005.

Pasi Mäenpää

Executive Vice President, New Business Development

• Born 1965, Diploma in Computer Science, MBA
• Joined the company and the Executive Board in 2006
• Key employment history: Elisa, Executive Vice President, Corporate Customers 2007–2014. Cisco Systems Finland Oy, CEO 2002–2006. Netigy Corporation, Regional Manager for Central Europe 2000–2002. Fujitsu, Vice President, Sales, Europe and USA 1999–2000. Oracle Corporation, Sales and Country Manager, Northern, Central and Eastern Europe 1990–1999.

Vesa-Pekka Nikula

Executive Vice President, Consumer Customers

• Born 1964, M.Sc. (Tech.), MBA
• Joined the company in 2009, member of the Executive Board since 2014
• Key employment history: Elisa, Executive Vice President, Production 2014–2019, Director of Consumer Customer services 2010–2014 and Director, development, 2009–2010. Nokia Siemens Networks, Director of Managed Services business West South Europe 2007–2009. Nokia Networks, Director of Managed Services business, EMEA (Europe, Middle East, Africa) 2005–2007. Ericsson, several positions in Finland, the Netherlands and Great Britain 1994–2005.

Merja Ranta-aho

Executive Vice President, HR

• Born 1966, MSc (Psychology), Lic.Techn. (Work and organisation psychology)
• Joined the company in 2001, member of the Executive Board since 2013
• Key employment history: Elisa, Vice President, HR, Consumer Customers business, 2009–2013. Various positions in Elisa and Radiolinja human resources development 2001–2009. Helsinki University of Technology, researcher and teacher 1992–2001 and positions in communication 1990–2001.
• Main Board memberships and public duties currently undertaken: Member of the Skilled work force Committee of the Confederation of Finnish Industries EK. Member of the Labour Market Committee of Service Sector Employers PALTA. Member of the Board of Scout Foundation.

Sami Ylikortes

Executive Vice President, Administration

• Born 1967, M.Sc. (Econ. & Bus. Adm.), LLM
• Joined the company in 1996, member of the Executive Board since 2003
• Key employment history: Unilever Finland Oy, positions in accounting management 1991–1996.

Elisa holdings of Elisa's Board members and legal entities controlled by them	Number of shares, 31 December 2020
Timo Katajisto, Executive Vice President, Corporate Customers	28,160
Jari Kinnunen, Chief Financial Officer	47,937
Sami Komulainen, Executive Vice President, Production	4 ,744
Henri Korpi, Executive Vice President, International Digital Services	6,156
Pasi Mäenpää, Executive Vice President, New Business Development	38,278
Antti Nieminen, Executive Vice President, Marketing	0
Vesa-Pekka Nikula, Executive Vice President, Consumer Customers	17,548
Merja Ranta-aho, Executive Vice President, HR	17,674
Katiye Vuorela, Executive Vice President, Corporate Communications	9,605
Sami Ylikortes, Executive Vice President, Administration	19,611

Executive Vice President, Corporate Communications

• Born 1968, M.Sc. (Econ. & Bus. Adm.)
• Joined the company and the Executive Board in 2008
• Key employment history: Paroc Group Holding Oy, Vice President, Communications, 2000–2008. Lotus Development Finland Oy (an IBM subsidiary), Marketing and Communications Manager, 1998–2000. Nokia Telecommunications (predecessor of Nokia Siemens Networks), Dedicated Networks business unit, Marketing Communications Manager 1994–1998.
• Main Board memberships and public duties currently undertaken: Member of the Board of ShedHelsinki Foundation.

III DESCRIPTIONS OF INTERNAL CONTROL PROCEDURES AND MAIN FEATURES OF RISK MANAGEMENT SYSTEMS

The objective of the internal control and risk management systems associated with Elisa's financial reporting process is to obtain reasonable assurance that the company's financial statements and financial reporting are reliable, that they have been prepared in compliance with laws, regulations and generally accepted accounting principles, and that they provide a true and fair view of the financial situation of the company. Internal control and risk management procedures are integrated into the company's operations and processes. Elisa's internal control can be described using the international COSO framework.

Control environment

Elisa's control environment is based on the company's values, Code of Conduct and supplementary policies, guidelines and practices, as well as goal-oriented management. Elisa's key processes have been documented, and they are both controlled and developed systematically.

Annual business and strategy planning processes and targets, as well as rolling monthly financial forecasts, represent a key element in Elisa's business and performance management. Financial results are assessed against the forecast, the annual plan, the previous year's results and the strategic plan.

Targets are set for the Elisa Group and for each unit, and individual targets are based on the scorecard and performancebased bonus system and specified in semi-annual learning and objectives discussions.

Risk assessment

Descriptions of internal control procedures and main features of risk management systems

Risk assessment is an integral part of Elisa's planning process. The purpose of risk assessment is to identify and analyse risks that could affect the achievement of specified targets and to identify measures to reduce those risks.

The key risks associated with the accuracy of financial reporting have been identified in a process-specific risk analysis. Risk assessment also covers risks related to misuse and the resulting financial losses, as well as the misappropriation of the company's other assets.

Controls

Control measures consist of automatic and manual reconciliation, control and instructions integrated into the processes, with the objective of ensuring the accuracy of financial reporting and the management of the risks involved. The reporting control mechanism processes have been documented. Key control mechanisms also include access rights management of information systems, authorisation, and the controlled and tested implementation of information system changes.

The financial development of business operations is constantly monitored on a unit basis. Financial management discusses any exceptional items and recognitions at its meetings, and investigates the causes and reasons for any changes in the rolling monthly forecasts. Financial reporting is also ensured through comprehensive analytical reporting of operational metrics, drivers and key figures, and continuous development of the reporting.

Auditing

The Board of Directors' Audit Committee is tasked with supervising the proper organisation of the company's accounting and financial administration, internal and financial auditing, and risk management. Elisa's Board of Directors reviews and approves the interim reports, half-year financial statement and financial statement releases. Elisa's Board and Executive Board monitor the Group's and the business units' results and performance on a monthly basis.

Elisa's Finance unit is responsible for the internal auditing of the financial reporting and continuously evaluates the functionality of controls. In addition, Elisa's internal auditing function controls the reliability of financial reporting within the framework of its annual audit plan as part of internal auditing procedure. Description of Elisa's internal auditing function is on Internal auditing section.

Risk management

The company classifies risks into strategic, operational, insurable and financial risks. Insurable risks are identified, and insurance is taken out through an external insurance broker to deal with these risks. The insurance broker assists the company when the amount and likelihood of insurable risks are being estimated.

Financial communication and training

Key instructions, policies and procedures are available to the personnel on the company's intranet. In addition, regular information and training are provided to the financial organisation, particularly regarding any changes in accounting, reporting and disclosure requirements.

Elisa's valid Disclosure Policy is available on the company's website at elisa.com/investors.

IV OTHER INFORMATION TO BE PROVIDED IN THE STATEMENT

Internal auditing

The purpose of internal auditing is to estimate the appropriateness and profitability of the company's internal control system and risk management, as well as the management and administration processes. Internal auditing supports the development of the organisation and improves the management of the supervision obligation of the Board of Directors.

Internal auditing is also intended to support the organisation in achieving its goals by evaluating and investigating its functions and by monitoring compliance with corporate regulations. For this purpose, internal auditing produces analyses, assessments, recommendations and information for use by the company's senior management. Reports on completed audits are submitted to the CEO and the management of the unit audited, as well as to the Audit Committee on regular basis.

Internal auditing is based on international internal auditing standards from the Institute of Internal Auditors. Internal auditing is independent of the rest of the organisation. The starting point for internal auditing is business management, and the work is coordinated with financial auditing. An annual auditing plan and auditing report are presented to the Audit Committee of the Board. Internal auditing may also carry out separately agreed audits on specific issues at the request of the Board and Elisa's Executive Board.

Code of Conduct and compliance

Elisa's governance, operations and decision-making are guided by Elisa's mission, values and the Elisa Code of Conduct. The Code, approved by the Board, establishes a framework for Elisa's business operations and for the work of all Elisa employees.

Other information to be provided in the statement Internal auditing Code of conduct and compliance Principles on Related Party Transactions Main procedures relating to

The Elisa Code of Conduct form the basis of Elisa's Compliance program, the purpose of which is to ensure that Elisa operates in accordance with laws and the Code of Conduct. The Code of Conduct is supplemented by Elisa's internal policies and guidelines. It is the duty of every Elisa employee to comply with the Elisa Code of Conduct and internal guidelines and to notify Elisa of any deficiencies observed. Suspected breaches of the Code of Conduct can be reported anonymously through Elisa's whistleblowing channel.

Principles on Related Party Transactions

Elisa complies with legislation concerning related party transactions and ensures that requirements related to monitoring, assessing, decision-making and disclosure of related party transactions are complied with. The Board has adopted a Related Party Transaction policy which contains principles for monitoring and assessing Elisa's related party transactions.

Elisa has defined the parties that are related to the company and Elisa's Legal Affairs department maintains a list of individuals and legal persons who are considered as related parties. Elisa maintains up-to-date guidelines on related party regulation. Requirements regarding related party transactions have also been taken into account in Elisa's Anti-Corruption and Bribery Policy and Elisa's Conflicts of Interest Policy.

Elisa may enter into transactions with its related parties, as long as the transactions are part of Elisa's ordinary business operations and made according to ordinary business terms and conditions. In such situations Elisa's internal guidelines and decision-making processes must be complied with. Related party transactions that deviate from normal business operations, or are not made according to ordinary business terms, are decided on by the Board, respecting provisions on disqualification.

insider administration

Potential related party transactions are regularly monitored in Elisa's business and support units and through surveys conducted to the related parties. The Internal Auditing function monitors any potential conflicts of interest. Results of the monitoring of related party transactions are reported regularly to the Audit Committee.

Main procedures relating to insider administration

Elisa complies with the guidelines from Nasdaq Helsinki Ltd for insiders in force at any given time. In addition, Elisa's Board of Directors has approved insider guidelines for Elisa Group to complement Nasdaq Helsinki's guidelines for insiders.

According to the Market Abuse Regulation (Regulation (EU) No 596/2014), the members of Elisa's Board of Directors and Elisa's Corporate Executive Board are defined as persons discharging managerial responsibilities within Elisa. A person discharging managerial responsibilities within Elisa must not conduct any transactions relating to Elisa's shares or other financial instruments during a closed period of 30 calendar days before the announcement of an interim financial report or a year-end report. It is advisable for a person discharging managerial responsibilities to make long-term investments in Elisa and to conduct the transactions after the publication of Elisa's financial results. Transactions made by persons discharging managerial responsibilities in Elisa and persons closely associated with them are disclosed according to the Market Abuse Regulation.

Auditors

Insider lists include persons who have access to specific inside information (insider projects). A person listed on the insider lists must not make any transactions in Elisa shares or other financial instruments during the time they are registered on the list.

Elisa's Legal Affairs department monitors compliance with insider guidelines and maintains the list of persons discharging managerial responsibilities and persons closely associated with them as well as the insider lists.

Auditors

The auditors' principal duty is to ensure that the financial statements have been prepared in accordance with valid regulations and give a true and fair view of the company's performance and financial position, as well as other necessary information, to the company's stakeholders.

Other main targets are to ensure that internal auditing and risk management has been properly organised, and that the organisation operates in compliance with instructions and within the framework of issued authorisations. The division of labour between external and internal auditing is organised so that internal auditing ensures that the organisation operates in accordance with the company's internal guidelines.

In accordance with the Articles of Association, An Authorised Public Accountants Organisation shall be elected as the Company's auditor. The auditor shall designate an Authorised Public Accountant having principal responsibility. The term of office of the auditor is the financial year during which the auditor is appointed. The duties of the auditor end at the conclusion of the first Annual General Meeting following the expiry of its term of office.

In 2020, Elisa's auditor was KPMG Oy Ab, Authorised Public Accountants Organisation, with Mr Toni Aaltonen (APA) serving as the principal auditor.

For the 2020 financial period, the auditing fees of the Finnish group companies totalled EUR 179,139 of which the parent company accounted for EUR 137,889. The auditing fees for the foreign group companies were EUR 121,566.

The auditing firm has been paid fees of EUR 97,604 for services not associated with auditing, of which the parent company accounted for EUR 97,604 and foreign group companies accounted for EUR 0. These services had to do with tax services, information security auditing and other expert services.