General Meeting
The General Meeting of Shareholders is the highest decision-making body of Fortum. Each shareholder has the right to propose items to be included on the agenda of the General Meeting, to participate in the General Meeting, and to exercise his/her power of decision in matters belonging to the General Meeting by law, as stipulated in the Finnish Companies Act.
Each share entitles to one vote. In accordance with the Finnish Companies Act, a shareholder also has the right to ask questions concerning the matters discussed at the General Meeting of Shareholders. By the end of each financial year, Fortum discloses the date by which a shareholder may propose items to be addressed in the following Annual General Meeting (“AGM”) on its AGM web site.
The resolutions in the General Meeting of Shareholders are primarily made by a simple majority of votes. Such resolutions include, for example, resolutions on the adoption of the Financial Statements, the distribution of dividend, the discharging of the members of the Board of Directors and the President and CEO from liability, the election of members of the Board of Directors and the external auditor, and the resolution on their remuneration.
In accordance with the Finnish Companies Act and Fortum’s Articles of Association, a notice to convene the General Meeting of Shareholders is issued by the Board of Directors. The notice must be issued no earlier than three months and no later than three weeks before the date of the General Meeting of Shareholders by publishing the notice on the Company’s web site. However, the notice must be issued at least nine days before the record date of the General Meeting referred to in Chapter 5, Section 6a of the Companies Act. The AGM shall be held once a year, in June at the latest.
An Extraordinary General Meeting of Shareholders (“EGM”) must be held whenever the Board of Directors deems it necessary, or when it is otherwise required by law to convene such a meeting.
The main duties of the Annual General Meeting include:
- Adoption of the parent company Financial Statements and Consolidated Financial Statements
- Resolution on the use of the profit shown on the balance sheet and on the distribution of dividend
- Resolutions on the discharge from liability of the members of the Board of Directors and the President and CEO
- Deciding on the remuneration policy, if necessary
- Approval of the remuneration report
- Resolution on the remuneration of the members of the Board of Directors
- Resolution on the number of members of the Board of Directors
- Election of the Chair, Deputy Chair and Members of the Board of Directors
- Resolution on the remuneration of the external auditor and the sustainability reporting assurance provider
- Election of the external auditor and the sustainability reporting assurance provider