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.
Veli-Matti Reinikkala
Chair
Born 1957, nationality: Finnish
Executive Master of Business Administration
Independent member of Fortum's Board of Directors since 2016
Chair of the Nomination and Remuneration Committee
Fortum shareholding on 31 Dec 2022: 7,029
Main occupation: Non-executive Director
Primary work experience: President of Region Europe in 2015 and Member of the Group Executive Committee of ABB Group in 2006–2015, President of the Process Automation division in 2006–2014, Head of Business Area Process Automation in 2005; Manager of Automation Technologies Division at ABB China 2003–2004; Business Area Manager of ABB Drives & Power Electronics 2002; Manager at ABB Drives 1996–2002; CFO of ABB Industry Oy 1994–1996; various positions in paper and packaging companies in Finland before 1994
Key positions of trust: Chairman of the Board of Glaston Corporation
Anja McAlister
Deputy Chair
Born 1960, nationality: Finnish and USA
M.Sc., Energy technology, MBA
Independent member of Fortum's Board of Directors since 2017
Member of the Nomination and Remuneration Committee
Fortum shareholding 31 Dec 2022: 1,446
Main occupation: Independent consultant
Primary work experience: Executive Vice President, Head of Strategy, Transformation, and HR of Pöyry PLC in 2017 and President of Energy Business Group in 2015–2017; Vice President at Pöyry Management Consulting Oy 2014–2015; Managing Director of Renewa Oy 2013; Senior Vice president, Head of Energy Business at UPM Group 2004–2013; Senior Vice President, Head of the Management Consulting Northern Europe of Electrowatt-Ekono Oy (part of the Pöyry Group) 2000–2004; Industrial Counsellor, Head of Energy Policy and Analyses team of Ministry of Trade and Industry, Finland 1998–2000; Operations Manager and Managing Director of Kymppivoima Oy 1995–1998; Senior Consultant at Energia-Ekono Oy 1993–1995; Technical Manager at Sheffield Heat and Power Ltd., UK 1990–1993; Operations Manager of MW biomass CHP plant of City of Kuopio, Finland 1984–1989
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
Member of the Audit and Risk Committee
Fortum shareholding on 31 Dec 2022: 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 31 Dec 2022: 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
Essimari Kairisto
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 31 Dec 2022: 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, 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.
Teppo Paavola
Born 1967, Finnish citizen
M.Sc.(Econ.), HSE; MBA, INSEAD
Independent member of Fortum's Board of Directors since 2020
Member of the Audit and risk Committee
Fortum shareholding 31 Dec 2022: 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
Philipp Rösler
Born 1973, nationality: German
Ph.D., M.Med.
Independent member of Fortum's Board of Directors since 2019
Member of the Audit and Risk Committee
Fortum shareholding on 31 Dec 2022: 985
Main occupation: Consessor AG, CEO
Primary working experience: Hainan Cihang Charity Foundation, Managing Director; World Economic Forum, Managing Director & Member of the Managing Board 2014-2017; Federal Ministry (Bundesministerium) of Economics and Technology, Deputy Federal Chancellor and Federal Minister 2011-2013; Federal Ministry (Bundesministerium) of Health, Federal Minister of Health
Key positions of trust: Member of the Supervisory Board of Siemens Healthineers, Jacobs University Bremen gGmbH, and Brainloop AG; Member of the Board of trustees of Bertelsmann Stiftung; Independent Director of the Board of the Loc Troi Group; Vice-Chairman of the Board of Directors of Long Anh Province Energy Company; Independent Director at Special Purpose Acquisition Company
Annette Stube
Born 1967, Danish citizen
Master’s degree in psychology, specialized in organisational development (Copenhagen University); Executive Board Education (Copenhagen Business School)
Independent member of Fortum's Board of Directors since 2020
Member of the Audit and risk Committee
Fortum shareholding 31 Dec 2022: 985
Main occupation: Stora Enso Oyj, EVP, Head of Sustainability
Primary working experience: Head of Sustainability of A.P. Moller – Maersk 2008-2020; Director, Sustainability Programmes, Corporate Branding & Responsibility of Novo Nordisk 2007–2008, Advisor, Corporate Responsibility 1998–2007 and Human Resource Consultant, Health Care Business 1997–1998; Manager of a psychological crisis intervention team and for a Scandinavian team of 200 “flying” doctors and nurses, Supply chain Manager in Eastern Europe and Africa at SOS-International 1995–1997
Positions of trust: Adjunct Professor at Copenhagen Business School
Kimmo Viertola
Born 1961, Finnish citizen
M.Sc. Business; International Marketing
Independent of the Company but non-independent of the company’s significant shareholder, member since 28 March 2022
Member of the Nomination and Remuneration Committee
Fortum shareholding on 31 Dec 2022: 985
Main occupation: Director General, Finnish Ownership Steering Department at the Prime Minister’s Office
Primary work experience: Senior Ministerial Advisor, Financial Affairs of Finnish Ownership Steering Department at the Prime Minister’s Office Jan 2018−Oct 2018; Director at Finnish Industry Investment Ltd 1998−2017; Director at Price Waterhouse 1995–1998 , Manager at Skopbank Group 1978–1994
Key positions of trust: Chair of the Shareholders’ Nomination Board of Neste Corporation; Member of the Nomination Committee of SSAB AB (Publ.)
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%.
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.