Decisions by the Annual General Meeting of Fortum
Fortum Corporation's Annual General Meeting, which was held in Helsinki on 7
April 2009, adopted the financial statements of the parent company and the Group
for 2008, discharged Fortum's Supervisory Board, Board of Directors and the
President and CEO from liability for 2008, and decided to pay a dividend of EUR
1.00 per share for 2008. The record date for dividend payment is 14 April 2009
and the dividend payment date is 21 April 2009.
Supervisory Board, Board of Directors and Auditor
The number of members of Fortum's Supervisory Board was confirmed to be 11. The
following persons were elected to the Supervisory Board: Markku Laukkanen
(Chairman), Sanna Perkiö (Deputy Chairman), Tarja Filatov, Sampsa Kataja, Kimmo
Kiljunen, Katri Komi, Juha Mieto and Jukka Mäkelä, who are all Members of
Parliament, as well as Martti Alakoski, Union Chairman, Panu Laturi, Secretary
General, and Helena Pesola, Director. The Supervisory Board was elected until
the end of the following Annual General Meeting.
The Annual General Meeting confirmed the following remunerations for Supervisory
Board service:
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| Chairman | EUR 1,000/month |
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| Deputy chairman | EUR 600/month |
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| Member | EUR 500/month |
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| Meeting fee | EUR 200/meeting |
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The number of members in the Board of Directors was confirmed to be six. The
following persons were re-elected to the Board of Directors: Matti Lehti, Esko
Aho, Ilona Ervasti-Vaintola, Birgitta Johansson-Hedberg and Christian
Ramm-Schmidt. Sari Baldauf was elected as a new member to the Board of
Directors. Matti Lehti was elected as the Chairman and Sari Baldauf as the
Deputy Chairman of the Board of Directors. The Board of Directors was elected
until the end of the following Annual General Meeting.
The Annual General Meeting confirmed the following remuneration for Board
Service:
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| Chairman | EUR 66,000/year |
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| Deputy chairman | EUR 49,200/year |
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| Member | EUR 35,400/year |
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In addition, a EUR 600 meeting fee is paid. The meeting fee is also paid for
committee meetings and is paid in double to a member who lives outside Finland
in Europe. Travel expenses of the members of the Board of Directors shall be
compensated for in accordance with the company's travel policy.
Authorised Public Accountant Deloitte & Touche Oy was re-elected as auditor.
Shareholders' Nomination Committee
The Annual General Meeting resolved to appoint a Nomination Committee to prepare
proposals concerning Board members and their remuneration for the following
Annual General Meeting. The Nomination Committee will consist of the
representatives of the three main shareholders and, in addition, as an expert
members the chairman of the Board of Directors and one other member which the
Board of Directors has elected among its members and who is independent from the
significant shareholders. The three shareholders whose share of the total votes
of all the shares of the company is largest on 2 November preceding the Annual
General Meeting will have the right to appoint the members representing the
shareholders. Should a shareholder not wish to use its right to nominate, this
right will be passed on to the next biggest shareholder. The largest
shareholders will be determined on the basis of the ownership information
registered in the book-entry system. In case an owner is required under the
Securities Markets Act to report certain changes in ownership (when flagging by
shareholder is required), for example when the ownership is distributed among
various funds, the ownership will be counted as one holding, if the owner
informs the Board in writing of this request no later than on 30 October 2009.
The Nomination Committee will be convened by the chairman of the Board of
Directors, and the Committee will choose a chairman from among its own members.
The Committee shall give its proposal to the Board of Directors of the company
at the latest by 1 February preceding the Annual General Meeting.
Fortum Corporation
Maria Romantschuk
Senior Vice President, Corporate Communications
Distribution:
NASDAQ OMX Helsinki
Key media
www.fortum.com
APPENDIX: Members of the Board of Directors
Matti Lehti
Chairman, born 1947, PhD (Econ)
Main occupation:
Chancellor of the Helsinki School of Economics
Primary work experience:
President and CEO and chairman of the Board, TietoEnator Corporation,
Tietotehdas Oy and TietoGroup
Deputy Managing Director, Rautakirja Oy
Key positions of trust:
Chairman of the Foundation for Economic Education, Vice Chairman of the Helsinki
School of Economics Foundation
Independent member of Fortum's Board of Directors since 2005
Fortum shareholding on 31 December 2008: 0
Sari Baldauf, born 1955, M Sc, Business Administration
Ms Baldauf holds honorary
doctorate degrees in Technology (Helsinki University of Technology) and Business
Administration (Turku School of Economics and Business Administration). She is
an Honorary Fellow of London Business School.
Main simultaneous positions of trust:
Member of the Board in CapMan Plc,
F-Secure Corporation, Daimler AG and Hewlett-Packard Company. She is also Member
of the Board of Finnish Business and Policy Forum EVA and Finnish Cultural
Foundation, vice chair of the board of International Youth Foundation and
chairman of the Board of Savonlinna Opera Festival.
Primary work
experience:
Nokia Corporation, 1983 - 2005, several senior executive positions,
member of the Group Executive Board 1994 - 2005.
Independent member of Fortum's Board of Directors since 2009
Fortum shareholding on 30 January 2008: 2,300
Esko Aho
Born 1954, Master of Political Sciences
Main occupation:
Executive Vice President, Corporate Relations and Responsibility, Member of the
Group Executive Board, Nokia Corporation
Primary work experience:
President of Sitra, the Finnish Innovation Fund
Prime Minister of Finland
Member of Parliament
Leader of the Centre Party
Lecturer at Harvard
Key positions of trust:
Member of the Board of Russian Venture Company
Independent member of Fortum's Board of Directors since 2006
Fortum shareholding on 31 December 2008: 0
Ilona Ervasti-Vaintola
born 1951, LL.M., Trained on the bench
Main occupation:
Sampo plc, Group Chief Counsel, Principal Attorney, Secretary
of the Board of Directors of Sampo plc. Member of the Group Executive Committee.
Primary work experience:
Mandatum Bank plc, Chief Counsel and member of the
Board
Mandatum & Co Ltd, Director, Partner
Union Bank of Finland Ltd, Head of
Financial Law Department, Legal counsel
Key positions of trust:
Member of the Board or Fiskars Corporation and Finnish
Literature Society; Chairman of Legal Committee and Member of the Panel on
Takeovers and Mergers at the Central Chamber of Commerce of Finland
Independent member of Fortum's Board of Directors since 2008
Fortum shareholding on 31 December 2008: 4,000
Birgitta Johansson-Hedberg
Born 1947, Bachelor of Art, Master of Psychology
Main occupation:
Director
Primary work experience:
President and CEO of Lantmännen
President and CEO of Foreningssparbanken
Resident Director for Scandinavia, Wolters Kluwer
Key positions of trust:
Chairman of the Board of University of Umeå and Vinnova
Vice Chairman of the Board of A-banan
Member of the Board of Sveaskog, Finansinspektionen, NAXS, Rieber&Son ASA and
The Forest Company Limited
Independent member of Fortum's Board of Directors since 2004
Fortum shareholding on 31 December 2008: 900
Christian Ramm-Schmidt
born 1946, B. Sc. (Econ.)
Main occupation:
Senior Partner of Merasco Capital Ltd.
Primary work experience:
President of Baltic Beverages Holding Ab
(BBH)
President of Fazer Biscuits Ltd., Fazer Chocolates Ltd., Fazer
Confectionery Group Ltd.
Director, ISS ServiSystems Oy
Key positions of trust:
Member of the Board of Rocla Oyj, Suomen Lähikauppa Oy,
Bang & Bonsomer Oy, OOO Moron (Moscow) and OOO Vitim (Moscow)
Independent member of Fortum's Board of Directors since 2006
Fortum shareholding on 31 December 2008: 3,500