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 day 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 also complies with the principles issued in the Finnish Government Resolution dated 17 December 2015 on equal gender representation in the boards of listed companies with the aim having been that the board would consist of at least 40% of women and men respectively by 2020. The Shareholders Nomination Board reviews the diversity principles and their implementation annually.

Fortum reports on the objectives, actions and progress of the diversity principles in this corporate governance statement. The Shareholders’ Nomination Board has applied the diversity principles in preparing the proposal concerning nomination of the board members for the Annual General Meeting 2020 and for the upcoming Annual General Meeting 2021. The Shareholders’ Nomination Board deems that the current board composition and the proposed board members for the Annual General Meeting 2021 include all the competences defined in the diversity principles in a well-balanced manner. The proposal for the board members for the Annual General Meeting 2021 consists of 4 women and 4 men.

Shareholders’ Nomination Board prior to the AGM 2020

In October 2019, the following members were 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 10 times and the attendance rate was 98%. 

Shareholders’ Nomination Board prior to the AGM 2021

In October 2020 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. Jouko Pölönen, President and CEO, Ilmarinen Mutual Pension Insurance Company, and
  • Mr. Risto Murto, President and CEO, Varma 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 5 times and the attendance rate was 100%. The Nomination Board gave its proposals to the AGM 2021 on 29 January 2021. To the proposal.

Materials of Fortum's General Meetings in archive