The Board of Directors is responsible for the administration of the Group and for ensuring that the business complies with the relevant laws and regulations, including the Finnish Companies Act, Fortum’s Articles of Association, the instructions given by the General Meeting of Shareholders.
The responsibilities of the Board of Directors are outlined in the Board of Director’s working order. The Board of Directors comprises five to eight members who are elected at the Annual General Meeting for a one-year term of offi ce, which expires at the end of the fi rst Annual General Meeting following the election. More than half of the members must be present to constitute a quorum. A person who has reached the age of 68 cannot be elected to the Board of Directors.
The President and CEO, the Chief Financial Officer and the General Counsel (being the secretary to the Board) attend Board meetings. Other Fortum Management Team members attend as required to provide information to the Board or upon invitation by the Board. The Chairman of the Board, together with the President and CEO, prepares the items for discussion and to be decided upon at the Board of Directors’ meetings.
The members of the Board of Directors are all, with the exception of Ilona Ervasti-Vaintola (dependent on the company), independent of the company and its significant shareholders.