Board of Directors

The Board of Directors is responsible for the company’s strategic development and for supervising and steering the company’s business and management. Further, in line with the company’s Articles of Association and the Companies Act, the Board of Directors represents the company and is responsible for defining the company’s purpose, and also for proper arrangement of the control of the company’s accounts and finances. The Board of Directors comprises five to ten members elected at the Annual General Meeting for a one-year term of office expiring at the end of the first Annual General Meeting following the election. The Annual General Meeting also elects the Chair and the Deputy Chair of the Board of Directors.

Mikael Silvennoinen

Chair
Born 1956, Finnish citizen
M. Sc. (Economics)
Independent member of Fortum's Board of Directors since 13 April 2023
Chair of the Nomination and remuneration Committee and member of the Technology and Investment Committee
Fortum shareholding 13 April 2023: 0

Main occupation: Executive Chairman, IMS Talent Oy

Primary working experience: Pohjola Bank Plc: President and CEO and Chairman of the Executive Committee 1997–2013, Member of the Executive Board and Head of Capital markets 1997, Head of Investment banking and International affairs 1994–1997, Head of private equity 1989–1992; Wärtsilä Group: Group Treasurer and Managing Director of Wärtsilä Finance Ltd. 1988–1989, Finance Manager 1986–1988, Various finance specialist positions 1983–1986

Key positions of trust: Chair of the Board of Directors of Orion Corporation, Member of the Board of Directors of Pontos Oy

Essimari Kairisto

Deputy Chair
Born 1966, Finnish and German citizen
Diploma in Business Administration (Germany)
Independent member of Fortum's Board of Directors since 2018
Chair of the Audit and Risk Committee
Fortum shareholding 13 April 2023: 985

Main occupation: Independent consultant

Primary working experience: Member of the Executive Board/CFO in 2013-2016 at Hochtief Solutions AG; General Manager Finance/CFO of Sasol O&S Group International 2008-2013; Managing Director and CFO of Sasol Germany GmbH 2007-2013; Managing Director/CFO of Lahmeyer International GmbH 2004-2007; Head of Special Purpose Controlling of RWE Solutions AG 2003-2004; Head of Commercial Services Infrastructure Management of RWE Solutions AG & RWE Industrie-Lösungen GmbH 2002-2003; several management positions in Germany, Norway and US at Schlumberger 1995-2001

Key positions of trust: Member of the Supervisory Board and Chair of the Audit Committee of Fugro N.V., Member of the Supervisory Board, the Board of Partners, and the Audit Committee of Freudenberg Group; Member of the Supervisory Board, Chair of the Audit, Risk and Compliance Committee, and Member of the Strategic Investment Committee of TenneT Holding B.V.; Independent Member of the Board of Directors and Member of the Audit Committee of Applus Services SA; Non-executive Independent Member of the Board of Directors and Chair of the Audit Committee of Iveco Group N.V.

Ralf Christian

Born 1964, nationality: German
M.Sc., Industrial Engineering & Computer Science (Dipl. Wirtsch.Ing./OR-Informatik)
Independent member of Fortum's Board of Directors since 28 March 2022
Chair of the Technology and Investment Committee
Fortum shareholding on 13 April 2023: 985

Main occupation: Non-executive Director

Primary work experience: Chief Executive Officer of Siemens Energy Management Division 2015−2019, Chief Executive Officer of Siemens Low and Medium Voltage 2011−2014, Chief Executive Officer of Siemens Power Distribution 2008−2011, Chief Executive Officer of Siemens High Voltage Business 2004−2008, Several positions in Automation & Drives and Corporate Strategy and Research 1989−1998; General Manager, Low Voltage Products & Systems of GE Industrial, Barcelona, Spain 2001−2004, General Manager of GE Procond Electronics, Belluno, Italy 1999−2001, General Manager, Global Development Function of GE Industrial, Barcelona 1998−1999

Luisa Delgado

Born 1966, nationality: Portuguese and Swiss
M.Sc. Law, King’s College, University of London, UK; B.Sc. Law, University of Geneva, Switzerland
Independent member of Fortum's Board of Directors since 2021
Member of the Nomination and Remuneration Committee
Fortum shareholding 13 April 2023: 985

Main occupation: Board professional
Primary working experience: CEO and Board Member of Safilo SpA 2013–2018; Executive Board Member and Chief Human Resources Officer of SAP AG 2012–2013; Vice President, Nordic, Procter & Gamble GmbH 2007–2012; Vice President, Human Resources, Western Europe, Procter & Gamble GmbH 2006–2007; General Manager, Human Resources, Western Europe, Procter & Gamble GmbH 2003–2006; Head of Human Resources, Western Europe, Procter & Gamble GmbH 2000–2003; EMEA Human Resources Specialist, Organization Design, EU Labor, Diversity, Employee Communications 1997–1999; Division Human Resources Manager, UK Fabric/Home, Baby/Feminine and Food 1995–1997; Country Human Resources and Public Affairs & Communications Manager, Procter & Gamble Portugal 1993–1995; Recruitment, Training & Development, Plant Human Resources & Country Human Resources Manager, Procter & Gamble Portugal 1991–1993
Positions of trust: Chair of the Board of Directors of Swarovski SIH AG; Member of the Board of Directors of Barclays Bank (Suisse), Ingka Holding BV (IKEA), Telia AB, Grupo Dia and Breitling AG

Jonas Gustavsson

Born 1967, Swedish citizen
M.Sc. (Mechanical Engineering)
Independent member of Fortum's Board of Directors since 13 April 2023
Member of the Audit and Risk Committee
Fortum shareholding 13 April 2023: 0

Main occupation: President and CEO, AFRY AB

Primary working experience: Sandvik: President of Sandvik Machining Solutions 2013–2017; President of Sandvik Materials Technology 2011–2013; Sandvik Materials Technology: President of Product Unit KANTHAL 2009–2011 and General Manager of Product Unit Tube 2008–2009; Senior Vice President, Operations at BRP ROTAX, Austria 2003–2008; various senior positions at Bombardier 1997–2002 and ABB 1995–1997

Key positions of trust: Vice Chair of the Association of Swedish Engineering Industries, Board Member of the Confederation of Swedish Enterprise and Member of the Royal Swedish Academy of Engineering Sciences (IVA)

Marita Niemelä

Born 1961, Finnish citizen
Dr. Tech (Chem. Eng.)
Independent member of Fortum's Board of Directors since 13 April 2023
Member of the Technology and Investment Committee
Fortum shareholding 13 April 2023: 0

Main occupation: Vice President Sustainable Energy Solutions, Rejlers Finland

Primary working experience: Director of the Energy Business Unit at CSIRO, Australia’s national science agency and innovation catalyst 2019–2022; Vice President at Neste Engineering Solutions 2018–2019; Chief Technology Officer of Neste Jacobs 2017–2018; Vice President, Strategy at Valmet Pulp and Energy 2013–2017; Vice President, Bio Technologies at Metso Pulp, Paper and Power, 2012–2013; Leading Advisor, New Technologies, Biofuels and Biorefining at Pöyry Management Consulting 2010–2012; Part-time professor at Aalto University 2009–2011; Vice President, Biofuels and Biorefining at Pöyry Finland Oy 2007–2010; Director, Chemicals (SME) at Avantium Technologies, the Netherlands 2006–2007

Key positions of trust: Member of the Board of Aalto University and Member of Forté Foundation Global Board Ready Women

Teppo Paavola

Born 1967, Finnish citizen
M.Sc.(Econ.), INSEAD MBA
Independent member of Fortum's Board of Directors since 2020
Member of the Nomination and Remuneration Committee
Fortum shareholding 13 April 2023: 985

Main occupation: Adecco Group, Chief Digital Officer

Primary working experience: BBVA Group, Chief Development Officer, General Manager of New Digital Businesses 2014–2018; Paypal, VP, Head of Global Business Development, M&A and Developer Relations 2012–2014; Nokia Corporation, General Manager at Mobile Financial Services 2009–2012, Head of Corporate Business Development 2008–2009, Head of Strategy and Business Development at Nokia Research Center 2004–2007; Oplayo, CEO 2002–2004; Printing Network Of Europe, CEO/Founder 2000–2002; General Electric/GE Capital, Managing Director of Equipment Finance 1998–1999, and M&A and Business Development Manager 1996–1997

Positions of trust: Member of the Board of 3 Step IT Oy

Maija Strandberg

Born 1969, Finnish citizen
M.Sc., Econ.
Independent of the Company but non-independent of the company’s significant shareholder, member since 13 April 2023
Member of the Audit and Risk and Nomination and Remuneration Committees
Fortum shareholding 13 April 2023: 0

Main occupation: Senior Ministerial Adviser, Financial Affairs, Prime Minister’s Office, Ownership Steering Department

Primary working experience: CFO of Uponor Oyj 2017–2019; Vice Precident, Finance of Paper Business Line and Vice President, Finance of Pulp & Energy Business Line at Valmet (Metso Paper Oy) 2013–2017; Managing Director and member of group management and CFO of ALSO Nordic Holding Oy (GNT Holding Oy) 2007–2012; various controller and director positions at Timberjack/John Deere C&F Europe 1995–2007

Key positions of trust: Member of the Board of Directors and member of the Audit Committee of SSAB AB (publ.), Member of the Board of Directors of and member of People and Remuneration Committee of Finnair Oyj; Chair of the Shareholders’ Nomination Board of Neste Corporation, Member of the Nomination Committee, Municipality Finance Plc

Johan Söderström

Born 1962, Swedish citizen
Master of Science (Industrial Management and Engineering)
Independent member of Fortum's Board of Directors since 13 April 2023
Member of the Technology and Investment Committee
Fortum shareholding 13 April 2023: 0

Main occupation: Executive Vice President, Head of Regions Europe and Middle East & Africa, Hitachi Energy Ltd.

Primary working experience: Country Manager & Managing Director of ABB AB Sweden 2011–2019, Local Division Manager Power Products of ABB AB Sweden 2007–2011; President of MCS Division at Munters AB 2005–2007; Head of Low Voltage and Automation Products at ABB AB Sweden 2002–2005; Group Senior Vice President and Group process Owner Marketing & Sales and eBusiness at ABB Ltd HQ, Zurich 2000–2002; President ABB Control AB and Global Marketing & Sales Manager, Business Area Low Voltage Products ABB Ltd. 1997–1999; various local and global positions 1986–1997 within ASEA and ABB

Key positions of trust: Vice Chair of the Board of Directors of Business Sweden, Member of the Board of Directors of Stena Recycling AB and Member of the Royal Swedish Academy of Engineering Sciences (IVA)

Vesa-Pekka Takala

Born 1966, Finnish citizen
Master of Science (Econ.)
Independent member of Fortum's Board of Directors since 13 April 2023
Member of the Audit and Risk and Technology and Investment Committees
Fortum shareholding 13 April 2023: 0

Main occupation: Deputy Managing Director of Metsäliitto Cooperative; Chief Financial Officer of Metsä Group

Primary working experience: Outotec Group: Chief Financial Officer and member of the Group Executive Committee 2006–2010 and Deputy to the CEO in 2009–2010; Outokumpu Group: Chief Financial Officer 2001–2006 and Member of the Management Team in 2005–2006, several management positions in the ﬁnancial administration 1991–2004

Key positions of trust: Member of the Board of Directors and Chair of the Audit Committee of Outokumpu Oyj, member of the Board of Directors of Metsä Fibre Oy, Metsä Spring Oy, Metsä Tissue Oyj and Metsä Group Services Sp.z.o.o, Chair of the Board of Directors of Metsä Group Treasury Oy, Chair of the Economy and Tax Committee of Finnish Forest Industries, Member of the delegation, Helsinki School of Economics Support Foundation fr (registered foundation)

Board of Directors in 2023

Until the Annual General Meeting held on 13 April 2023, the Board of Directors comprised the following members: Veli-Matti Reinikkala as Chair, Anja McAlister as Deputy Chair, Ralf Christian, Luisa Delgado, Essimari Kairisto, Teppo Paavola, Philipp Rösler, Annette Stube and Kimmo Viertola as members. The Annual General Meeting 2023 elected, in accordance with the proposal of the Shareholders’ Nomination Board, the following members to the Board of Directors: Mikael Silvennoinen as Chair, Essimari Kairisto as Deputy Chair, and Ralf Christian, Luisa Delgado, Jonas Gustavsson, Marita Niemelä, Teppo Paavola, Maija Strandberg, Johan Söderström and Vesa-Pekka Takala as Members.

The members are independent of the Company and its major shareholders, with the exception of Maija Strandberg, who is non-independent of the Company’s significant shareholder (the State of Finland).

Board of Directors in 2022

Until the Annual General Meeting held on 28 March 2022, the Board of Directors comprised the following members: Veli-Matti Reinikkala as Chair, Anja McAlister as Deputy Chair, and Luisa Delgado, Essimari Kairisto, Teppo Paavola, Philipp Rösler, and Annette Stube as members. The Annual General Meeting held on 28 March 2022 re-elected, in accordance with the proposal of the Shareholders’ Nomination Board, Veli-Matti Reinikkala as Chair, Anja McAlister as Deputy Chair, and Luisa Delgado, Essimari Kairisto, Teppo Paavola, Philipp Rösler, and Annette Stube as members. In addition, Ralf Christian and Kimmo Viertola were elected as new members.

Working order of the Board

The Chair of the Board of Directors prepares the agenda for the Board of Directors meetings 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 in the agenda. More than a 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.

The main duties of the Board of Directors include:

Strategy

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

Supervision and oversight

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

Financial matters of significance

Confirming the Group’s business plan on an annual basis
Setting and following up the annual performance targets, including sustainability and climate-related 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 andbusiness arrangements

Decisions having effect on the corporate organisation

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 Chair and Deputy Chair as well as other members of the Company’s Advisory Council

Other

Convening the Annual General Meeting and the Extraordinary General Meeting, when necessary
Deciding on charitable contributions on the basis of the AGM authorisation

Self-assessment of the Board

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 2020, the Board of Directors also annually evaluates independence of each of its directors/members of both the Company and its significant shareholders.

Board meetings

The Board of Directors convenes according to a schedule agreed to discuss specified themes and issues on its charter. The Chair of the Board of Directors prepares the agenda for the Board of Directors’ meetings based on the proposal by the President and CEO. The members of the Board of Directors have the right to suggest specific matters to be included in the agenda. More than a 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 on page 6 herein, including the duties of the Board of Directors.

The President and CEO, the Chief Financial Officer, and the General Counsel as secretary to the Board of Directors all attend the Board meetings on a regular basis. The other Fortum Executive Management members and senior executives attend the meetings as required.

Board meetings in 2022

The Board of Directors convened 42 times in 2022, and the attendance rate was 98%. Details of the attendance activity is available in the Corporate Governance Statement.

During 2022, the main focus of the board work was monitoring the effects of the European energy crisis caused by Russia’s attack on Ukraine, monitoring and overseeing the liquidity situation of Fortum and its subsidiary Uniper, divestment of Uniper, and a controlled exit from the Russian market and divestment of the group’s Russian operations. In addition, the board focused on the overall transformation of business operations through strategic reviews and various short- and long-term risk scenarios, as well as issues related to climate change and the regulatory environment. In December 2021, the Board of Directors established a temporary special committee on liquidity for the purpose of monitoring and overseeing the liquidity situation in the Fortum Group, including Uniper. The members of the committee on liquidity were Veli-Matti Reinikkala (Chair), Essimari Kairisto, and Teppo Paavola. The committee convened once during 2022, and the attendance rate was 100%. In addition, the Board of Directors established a temporary special committee on geopolitical escalation in March 2022. The members of the committee were Veli-Matti Reinikkala (Chair), Essimari Kairisto, Teppo Paavola, Philipp Rösler, Annette Stube and Kimmo Viertola. The committee convened 8 times in 2022, and the attendance rate was 94%. The Board also conducted the annual self-assessment, including the committee work, to further enhance the efficiency of its work.

Managers' shareholding and transactions

Up to date information about managers' shareholding

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