Changes in the managers' shareholdings and transaction history are available here. Fortum also publishes all its managers' transactions by a Stock Exchange Release.
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.
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.