Shareholders' Nomination Board

The Annual General Meeting 2013 established a permanent Shareholders’ Nomination Board. The purpose and task of the Shareholders’ Nomination Board is to prepare and present proposals on the remuneration, number of and members of the Board of Directors to the General Meeting. In addition, the Shareholders’ Nomination Board seeks candidates for potential Board members.

The Shareholders’ Nomination Board consists of four members. Three are appointed by the three largest shareholders, who shall appoint one member each. The Chair of the Board of Directors serves as the fourth member. The members are appointed annually, and their term of office ends when new members are appointed 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 at the first working day of September in the year concerned. In the event that a shareholder does not wish to exercise its right to appoint a representative, it shall pass the right to the next largest shareholder. 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 prepares and applies diversity principles to the Board of Directors in line with the Finnish Corporate Governance Code in preparing the proposals concerning the 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 underlying profession of the board members shall include such competences that support the implementation of Fortum’s strategy and that enable the board members to challenge management decisions and to exercise an overseeing role. In addition, the board composition shall include both genders. The diversity principles and their implementation are reviewed by the Shareholders’ Nomination Board annually. The goal of the Shareholders’ Nomination Board is to find candidates for potential board members meeting the requirements set by the international nature of the company’s business emphasising experience gained in a CEO level management position in international business and strong expertise in ESG, energy industry, and digitalisation, in particular.

Shareholders’ Nomination Board in 2023

In September 2023, the following persons were appointed to the Shareholders’ Nomination Board: Minna Pajumaa, (Chair) Senior Ministerial Adviser, Financial Affairs, Prime Minister’s Office, Ownership Steering Department, Jouko Pölönen, President and CEO of Ilmarinen Mutual Pension Insurance Company, Risto Murto, President and CEO of Varma Mutual Pension Insurance Company, and the Chair of the company’s Board of Directors Mikael Silvennoinen.

During the period between September 2022–September 2023, the Shareholders’ Nomination Board comprised the following members: Maija Strandberg, Senior Ministerial Adviser, Financial Affairs, Prime Minister’s Office, Ownership Steering Department (Chair) (September 2022–April 2023), Jouko Pölönen, President and CEO of Ilmarinen Mutual Pension Insurance Company, Risto Murto, President and CEO of Varma Mutual Pension Insurance Company, Chair of the company’s Board of Directors Veli-Matti Reinikkala (September 2022-April 2023) and Mikael Silvennoinen as of 13 April 2023. Following the election of Maija Strandberg as member of the Board of Directors of Fortum at AGM 2023, Minna Pajumaa, Senior Ministerial Adviser, Financial Affairs, Prime Minister’s Office, Ownership Steering Department replaced Maija Strandberg and served as Chair of the Shareholders Nomination Board as of 13 April 2023.

In 2023 by 1 September, the Shareholders’ Nomination Board convened a total of 5 times and the attendance rate of the meetings was 100%. 1 September 2023–31 January 2024, the Nomination Board convened 6 times and the attendance rate of the meetings was 100%.

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Corporate governance

Fortum's Annual General Meeting 2024

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