The Chairman of the Board of Directors prepares the agenda for the Board of Directors meeting based on the proposal by the President and CEO. The members of the Board of Directors have the right to suggest specific matters and have them included on the agenda. More than half of the members must be present at the meeting to constitute a quorum. Decisions of the Board of Directors shall be made by a simple majority. The Board of Directors has approved a written charter for its work, the main content of which is disclosed herein, including the duties of the Board of Directors.
Main duties of the Board of Directors
- Strategic development and steering of the company’s business and fields of activity
- Confirming the Group’s Code of Conduct, operating principles and Group policies, including sustainability, and overseeing their implementation
- Ensuring that the administration and operations of the company are properly organised
- Ensuring that the accounting, financial administration and the risk management are arranged appropriately
- Confirming the Group’s business plan on an annual basis
- Setting and following up the annual performance targets for the company and its management
- Reviewing the interim reports and approving the consolidated financial statements, the parent company financial statements and the operating and financial review
- Defining the dividend policy
- Deciding on major investments, divestments and business arrangements
- Confirming the Group’s organisational structure at the top management level, and appointing and dismissing the members of the Fortum Executive Management
- Appointing and dismissing the President and CEO; deciding on his/her remuneration
- Appointing the Chairman and Deputy Chairman as well as members of the Fortum Corporation Advisory Council
- Convening the Annual General Meeting and the Extraordinary General Meeting, when necessary
- Deciding on the donations policy
In 2018, The Board of Directors focused especially on the development and implementation of the company’s strategy, digitalisation, growth options, investments and acquisitions, including the Uniper transaction and Hafslund integration. Other focus areas included market outlook and market development, GDPR, and Fortum’s competitiveness in the energy market transition. The Board of Directors conducted the annual self-assessment during the year to further enhance the efficiency of the board work.
As part of its duties, the Board of Directors conducts an annual self-assessment in order to further develop its work. In accordance with the Finnish Corporate Governance Code, the Board of Directors also annually evaluates which of the directors are independent of the company and which are independent of its significant shareholders.