Supervisory Board, Board of Directors and Auditor
The number of members in the Board of Directors was confirmed to be seven. The following persons were re-elected to the Board of Directors: Sari Baldauf, Christian Ramm-Schmidt, Esko Aho, Ilona Ervasti-Vaintola and Joshua Larson. Minoo Akhtarzand and Heinz-Werner Binzel were elected as new members to the Board of Directors. Sari Baldauf was elected as the Chairman and Christian Ramm-Schmidt as the Deputy Chairman of the Board of Directors. The Board of Directors was elected until the end of the following Annual General Meeting. CVs of the members of the Board of Directors are attached to this release (APPENDIX 1).
The Annual General Meeting confirmed the following remuneration for Board service:
Chairman EUR 66,000/year
Deputy Chairman EUR 49,200/year
Member EUR 35,400/year
In addition, a EUR 600 fee is paid for Board meetings as well as for committee meetings. The meeting fee is doubled for Board members who live outside Finland in Europe and tripled for members living elsewhere outside Finland. Travel expenses of the members of the Board of Directors is compensated for in accordance with the company’s travel policy.
Authorised Public Accountant Deloitte & Touche Oy was re-elected as auditor. The Annual General Meeting decided to pay to the auditor according to the invoice accepted by the company.
The State of Finland's and the Finnish Shareholders' Association's (Osakesäästäjien keskusliitto) proposal to dissolve the Supervisory Board and to amend the Articles of Association accordingly was approved in the Annual General Meeting. Changes to the Articles of Association are attached to this release (APPENDIX 2).
The number of members in the Supervisory Board was confirmed to be ten. The following members were re-elected to the Supervisory Board for a term of office ending when the appropriate amendments to the company’s Articles of Association have been registered: Mr. Markku Laukkanen, Ms. Sanna Perkiö, Mr. Martti Alakoski, Ms. Tarja Filatov, Mr. Sampsa Kataja, Mr. Kimmo Kiljunen, Ms. Katri Komi, Mr. Panu Laturi, Mr. Juha Mieto and Ms. Helena Pesola. Mr. Markku Laukkanen continues as Chairman and Ms. Sanna Perkiö as Vice Chairman. No remuneration will be paid to the Chairman, Vice Chairman, or other members of the Supervisory Board for the period between the Annual General Meeting and the registration of the relevant amendments to the company’s Articles of Association.
Shareholders’ Nomination Board
The Annual General Meeting resolved to appoint a Shareholders' Nomination Board to prepare proposals concerning Board members and their remuneration for the following Annual General Meeting. The Nomination Board will consist of the representatives of the three main shareholders and, in addition, as expert member the Chairman of the Board of Directors. The three shareholders whose shares represent the largest number of the votes of all shares in the company on the 1st day of 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 so requests of the Board of Directors in writing no later than on 28 October 2011.
The Nomination Board will be convened by the Chairman of the Board of Directors, and the Board will choose a Chairman from among its own members.
The Nomination Board shall give its proposal to the Board of Directors of the company at the latest by 1 February preceding the Annual General Meeting.
Executive Vice President, Corporate Relations and Sustainability
Harri Pynnä, General Counsel, Fortum Corporation, tel. +358 50 45 24825
NASDAQ OMX Helsinki