Shareholders' Nomination Board

The Annual General Meeting on 9 April 2013 established a permanent Shareholders’ Nomination Board. The purpose and task of the Shareholders’ Nomination Board is to prepare and present to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, a proposal on the remuneration, size and members of the Board of Directors. In addition, the Shareholders’ Nomination Board seeks candidates for potential board members.

The Shareholders’ Nomination Board consists of four members, three of which are appointed by the company’s three largest shareholders, who shall appoint one member each. The Chairman of the Board of Directors serves as the fourth member. The members are nominated annually and their term of office ends when new members are nominated to replace them. Fortum’s three largest shareholders that are entitled to appoint members to the Shareholders’ Nomination Board are determined on the basis of the registered holdings as of the first working say in September in the year concerned. In the event that a shareholder does not wish to exercise their right to appoint a representative, it shall pass the right to the next-largest shareholder who would not otherwise be entitled to appoint a member to the Nomination Board. The Shareholders’ Nomination Board forwards its proposals for the Annual General Meeting to the Board of Directors by 31 January each year.

Diversity Principles for the Board of Directors

The Shareholders’ Nomination Board uses diversity principles for the Board of Directors in line with the Corporate Governance Code 2015. The principles are applied in preparing proposal concerning nomination of board members. The diversity principles include, among others, that the board composition shall include expertise from the geographical areas where Fortum conducts its business, the background profession of the board members shall include such competences that support realisation of Fortum’s strategy and that enable board members to challenge management decisions and to exercise their role of having oversight. In addition, the board composition shall include both genders. Fortum’s target is
to comply with the principles issued in the Government Resolution dated 17 February 2015 on equal gender representation in the boards of listed companies with the aim of the board consisting of at least 40% each of women and men by 2020. The Shareholders Nomination Board reviews the diversity principles and their implementation annually.

Fortum reports the objectives, actions and progress of the diversity principles in its corporate governance statement. The Shareholders’ Nomination Board has applied the diversity principles in preparing the proposal concerning nomination of board members for the Annual General Meeting of 2018. 

Shareholders’ Nomination Board prior to the AGM 2019

In October 2018 the following members have been appointed to Fortum's Shareholders' Nomination Board:

  • Mr. Kimmo Viertola, Director General, Prime  Minister's Office, Ownership steering department (Chairman),
  • Mr. Risto Murto, President and CEO, Varma Mutual Pension Insurance Company, and
  • Mr. Jouko Pölönen, President and CEO, Ilmarinen Mutual Pension Insurance Company.

In addition, the Chairman of Fortum's Board of Directors Matti Lievonen is a member of the Shareholders' Nomination Board.

The Nomination Board convened 4 times and the attendance rate was 100%.

The Shareholders' Nomination Board did not reach a unanimous proposal in its meeting in January 2019, and consequently did not make a proposal for the remuneration paid to the Board of Directors for their following term of office. The Chairman of the Nomination Board notified the Nomination Board and the Company that the State of Finland will make a proposal at the Annual General Meeting for the remuneration to remain unchanged. The Shareholders’ Nomination Board proposed that the Board of Directors consists of 9 members and that the following persons be elected to the Board of Directors for the upcoming term: Eva Hamilton, Kim Ignatius, Essimari Kairisto, Matti Lievonen (chairman), Klaus-Dieter Maubach (deputy chaiman), Anja McAlister, and Veli-Matti Reinikkala, and as new members: Marco Ryan, and Philipp Rösler.