Board Committees
The committees of the Board of Directors are the Audit and Risk Committee, the People and Remuneration Committee, and the Technology and Investment Committee. The committees assist and make recommendations to the Board of Directors in the fulfilment of certain Board duties, and prepare matters for the consideration of the Board of Directors. The Board of Directors may also decide to establish other temporary or permanent committees, if needed.
The Board of Directors elects the members of the Audit and Risk Committee, the People and Remuneration Committee, and the Technology and Investment Committee from amongst its members for a one-year term, expiring at the end of the first AGM following the election. The recommended minimum number of members of a committee is three. The members and the committee Chair shall have the expertise, experience and independence required by the duties of the committee, as required in the Companies Act and the Corporate Governance Code. The Board committees are authorised to obtain independent external professional advice in fulfilling their responsibilities.
All the members of the Board of Directors have the right to attend committee meetings. The Chairs of the committees report on their respective committee’s work to the Board of Directors regularly after each meeting, and the committee meeting materials and minutes are available to all Board members.
The Audit and Risk Committee assists the Board of Directors in matters relating to financial reporting and control in accordance with the duties set forth in the Corporate Governance Code.
Pursuant to the Corporate Governance Code 2025, the members of the Audit and Risk Committee shall have the qualifications necessary to perform the responsibilities of the committee, and at least one of the members shall have expertise specifically in accounting, bookkeeping or auditing. The members shall be independent of the Company, and at least one member shall be independent of the Company’s significant shareholders.
The external auditor, Chief Financial Officer, Vice President Internal Audit, Vice President Group Accounting, and Director Legal, Corporate, as secretary to the committee, attend the committee meetings on a regular basis. Other senior executives attend the meetings as invited by the committee.
The main duties of the Audit and Risk Committee include:
- Monitoring Fortum’s financial position
- Monitoring and assessing the financing reporting system
- Monitoring the reporting processes of the Financial Statements and the sustainability reporting, and of other information subject to audit assurance
- Monitoring the statutory audit of the Financial Statements and Consolidated Financial Statements and of the assurance of the sustainability reporting, including identification of reported items and digital reporting
- Informing the Board of Directors of:
- The outcome of the statutory audit and the assurance of sustainability reporting
- How statutory audit and assurance of sustainability reporting have contributed to the integrity of financial reporting
- What the role of the Audit and Risk Committee has been in the statutory audit and sustainability reporting assurance processes
- Preparing the recommendation on the election of the auditor and of the sustainability reporting assurance provider
- Monitoring and evaluating the independence of the statutory auditor and of the sustainability reporting assurance provider and, in particular, the offering of services other than auditing services by the auditor and the sustainability reporting assurance provider
- Monitoring and assessing the efficiency of the internal control, internal audit, compliance and risk management systems
- Reviewing the description of the main features of the internal control and risk management systems in relation to the financial reporting and sustainability reporting processes, which is included in the annual Corporate Governance Statement
- Reviewing annually the Group risk policy
- Monitoring material risks and uncertainties, including but not limited to climate, sustainability, financial, funding, IT- security-related risks as well as tax risks and principles Approving the internal audit charter, the annual internal audit plan, and the budget of the internal audit function, and reviewing the internal audit reports
- Monitoring and assessing the legal compliance and business ethics compliance
- Establishing principles concerning the monitoring and assessment of related party transactions
- Monitoring and assessing how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm’s length terms
Audit and Risk Committee in 2025
After AGM 2025, the Board of Directors elected from amongst its members Vesa-Pekka Takala as Chair and Mikael Silvennoinen and Stefanie Kesting as members of the Audit and Risk Committee. The committee members are all independent both of the Company and its significant shareholders.
Until AGM 2025, the committee had comprised Essimari Kairisto (Chair), Mikael Silvennoinen and Vesa-Pekka Takala. In the previous committee composition, the members were all independent of the Company and its significant shareholders.
In 2025, the Audit and Risk Committee convened a total of seven times and the attendance rate of the meetings was 100%.
The People and Remuneration Committee assists the Board of Directors in matters related to nomination and remuneration of the Company’s management. The majority of the members of a remuneration committee shall be independent of the Company. The regular participants at the committee meetings are the President and CEO, Executive Vice President, People and Procurement, and Deputy General Counsel as Secretary to the committee.
The main duties of the People and Remuneration Committee include:
- Preparing nomination and remuneration issues and proposals to the Board concerning the President and CEO and the Fortum Leadership Team
- Reviewing and preparing succession plans for the President and CEO and for the members of the Fortum Leadership Team
- Reviewing and discussing development needs of the organisation and culture, talent management process, leadership development as well as organisation’s capabilities to ensure their alignment and support for Group’s strategy implementation
- Preparing the remuneration policy and the remuneration report for the Company’s governing bodies
- Evaluating the performance and the remuneration of the President and CEO and the members of the Fortum Leadership Team
- Preparing recommendations for the Board on the Group’s and its management’s remuneration, pay structures and variable pay plans
- Monitoring the functioning of the variable pay plans to ensure that the management’s incentive systems will advance the achievement of the Group’s strategic objectives
People and Remuneration Committee in 2025
After AGM 2025, the Board of Directors elected from amongst its members Mikael Silvennoinen as Chair and Luisa Delgado and Teppo Paavola as members of the People and Remuneration Committee. The committee members are all independent both of the Company and of its significant shareholders.
The composition of the Committee had been the same until the AGM 2025.
In 2025, the committee convened a total of four times, and the attendance rate of the meetings was 100%.
The scope of the Technology and Investment Committee relates to Fortum’s technological capabilities, investments, customer and partnership solutions, and their respective alignment with business targets and strategy.
Executive Vice President, Corporate Customers and Markets, and General Counsel, as secretary to the committee, attend the committee meetings on a regular basis. Other senior executives attend the meetings as invited by the committee.
The main duties of the Technology and Investment Committee include:
- Monitoring and assessing recommendations to the Board on plans for external and internal growth, investments, disposals, strategic agreements, or partnerships
- Monitoring and reviewing technology and business model development in the energy space
- Monitoring and reviewing major investments for the Board’s consideration
- Reviewing and assessing strategic initiatives for the Board, particularly in the field of technology and partnerships
- Assessing and reviewing recommendations for the Board on sustainability-related matters, including policies and targets but excluding reporting
Technology and Investment Committee in 2025
After AGM 2025, the Board of Directors elected from amongst its members Ralf Christian as Chair and Jonas Gustavsson, Marita Niemelä and Johan Söderström as members of the Technology and Investment Committee. The committee members are all independent of both the Company and its significant shareholders.
The committee members were the same also until the AGM 2025.
In 2025, the committee convened a total of six times, and the attendance rate of the meetings was 79%.