Governing bodies

Click the chart to lean more.

The decision-making bodies managing and overseeing the group’s administration and operations are the Annual General Meeting of Shareholders, the Board of Directors with its two Committees and the President and Chief Executive Officer (CEO) assisted by the Fortum Management Team.

The Board of Directors supervises the performance of the company, its management and organisation. The Board of Directors and the Fortum Management Team are separate bodies, and no person serves as a member of more than one of them.

Day-to-day operational responsibility at the group level rests with the President and CEO assisted by the Fortum Management Team, and at division level with each division head assisted by a management team.

Read more on each governing body by clicking on the interactive chart above.

Shareholders’ Nomination Board

The Annual General Meeting 2011 resolved to appoint a Shareholders' Nomination Board to prepare proposals concerning Board members and their remuneration for the following Annual General Meeting. The Nomination Board will consist of the representatives of the three main shareholders and, in addition, as expert member the Chairman of the Board of Directors. The three shareholders whose shares represent the largest number of the votes of all shares in the company on the 1st day of November preceding the Annual General Meeting will have the right to appoint the members representing the shareholders. Should a shareholder not wish to use its right to nominate, this right will be passed on to the next biggest shareholder. The largest shareholders will be determined on the basis of the ownership information registered in the book-entry system. In case an owner is required under the Securities Markets Act to report certain changes in ownership (when flagging by shareholder is required), for example when the ownership is distributed among various funds, the ownership will be counted as one holding if the owner so requests of the Board of Directors in writing no later than on 28 October 2011.

The Nomination Board will be convened by the Chairman of the Board of Directors, and the Board will choose a Chairman from among its own members.

The Nomination Board shall give its proposal to the Board of Directors of the company at the latest by 1 February preceding the Annual General Meeting.

General Meeting of Shareholders

The right of shareholders to make decisions over company matters is exercised at an appropriately convened General Meeting of Shareholders by those shareholders present, or by their authorised representatives. In accordance with the Articles of Association and Finnish Corporate Governance Code, a notice to convene the General Meeting of Shareholders is issued by the Board of Directors. The notice is delivered no more than two months and no less than 21 days before the General Meeting of Shareholders by publishing the notice in three newspapers chosen by the Board of Directors.

The duties of the Annual General Meeting are, among other things, to:

- Adopt the financial statements and the consolidated financial statements
- Decide on the treatment of the distributable funds
- Elect the members of the Board of Directors
- Decide on the discharge from liability for the Board of Directors and the President and CEO
- Decide on the remuneration of the Board of Directors and the remuneration for the auditor
- Elect the auditor

The Annual General Meeting is held once a year, at the latest in June. An Extraordinary General Meeting of Shareholders shall be held whenever the Board of Directors or Supervisory Board finds cause for such a meeting or when provisions of the law rule that such a meeting must be held.

External audit

The company has one auditor, which shall be an audit firm certified by the Central Chamber of Commerce. The auditor is elected by the Annual General Meeting for a term of office that expires at the end of the first Annual General Meeting following the election.

Fortum Corporation’s Annual General Meeting on 31 March 2011 elected Authorised Public Accountant Deloitte & Touche Oy as auditor, with Authorised Public Accountant Jukka Vattulainen having the principal responsibility.

Board of Directors

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 main tasks of the Board of Directors:

Strategic development and steering of the company’s business and fields of activity

Ensuring that the business complies with the relevant rules and regulation and the company’s Articles of Association

Defining the dividend policy

Ensuring that the accounting and financial administration are arranged appropriately

Appointing the top management

Reviewing the central risks and instructing the President and CEO concerning the risks

Confirming the annual business plan

Approving interim reports, consolidated financial statements, and operating and financial review and parent company financial statements

Taking care of the duties of the company’s Board of Directors specified in the Companies Act and in the Articles of Association

Deciding on major investments, divestments and business arrangements

Electing members to the Board Committees

Reporting on the remuneration of the company management at the Annual General Meeting, as appropriate.

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 office, which expires at the end of the first 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.

Read more about Board of Directors >>

The Board Committees

The Board of Directors has appointed an Audit and Risk Committee as well as a Nomination and Remuneration Committee, both with three members. The members of these committees are all members of the Board of Directors. Members are appointed for a one-year term of office, which expires at the end of the first Annual General Meeting following the election. All the members of the Board of Directors have the right to participate in the committee meetings. The secretary to the Board of Directors acts as the secretary to the committees. The Board has approved written charters for the committees.

Read more about the Board Committees >>

President and CEO

The role of the President and CEO is to manage the Group’s business and administration in accordance with the Finnish Companies Act and related legislation and the instructions from the Board of Directors. Tapio Kuula, MSc (Eng), MSc (Econ), born 1957, has been the President and CEO since May 2009.

The President and CEO is supported by the Fortum Management Team. The performance of the President and CEO is evaluated annually by the Board of Directors. The evaluation is based on objective criteria that include the performance of the company and the achievement of goals previously set for the President and CEO by the Board’s Nomination and Remuneration Committee.

Fortum Management Team

The Fortum Management Team currently consists of eight members, including the President and CEO to whom the members of the Management Team report. The General Counsel acts as the Secretary to the Management Team. The Management Team meets regularly on a monthly basis. In addition, there are meetings dealing with strategy and business planning, as well as performance reviews and people issues such as management reviews.

The Fortum Management Team sets the strategic targets, prepares the Group’s annual business plans, follows up on the results, plans and decides on investments, mergers, acquisitions and divestments within authorisation. Each member of the Management Team is responsible for the key day-to-day operations and the implementation of operational decisions in their respective organisations.

Read more about Fortum's Management Team >>

Internal audit

Fortum’s Corporate Internal Audit is responsible for assessing and assuring the adequacy and effectiveness of internal controls in the company. Furthermore, it evaluates the effectiveness and efficiency of various business processes, the adequacy of risk management, and e.g. compliance with laws, regulations and internal instructions. The Standards for the Professional Practice of Internal Audit form the basis for its work.

Corporate Internal Audit is independent of the divisions and other units at Fortum. It reports to the Audit and Risk Committee of the Board of Directors and administratively to the CFO. The purpose, authority and responsibility of Corporate Internal Audit is formally defined in its charter. The charter and the annual audit plan are approved by the Audit and Risk Committee.

5/10/2011

Send link to a friend

Send this page to a friend

Fill up the form and send this page to a friend.

Your friend's name:
Friend's email:
Your name:
Your email:
Your message: Your message is not stored or used for commercial purposes.
Security code:
Cancel

Error in the service / Fel på sidan / Virhe palvelussa

The website is down and not working correctly. We are sorry for the inconvenience! Please check again later.

Något verkar vara fel på sidan. Vi är ledsna för det och ber dig prova igen lite senare.

Sivustomme ei ole käytettävissä teknisen vian vuoksi. Olemme pahoillamme häiriöstä - tervetuloa sivuillemme myöhemmin uudelleen.

The page has been marked for sending to your friend.

The page has been sent to your friend.

Legal notice
Sitemap
Contact us
Feedback