Fortum Corporation’s Annual General Meeting, which was held in Helsinki on 11 April 2012, adopted the financial statements of the parent company and the Group for 2011 and discharged the members of Fortum's Supervisory Board from liability for the time period 1 January - 4 April 2011. The Annual General Meeting also discharged the members of Fortum's Board of Directors and the President and CEO from liability for the whole year 2011 and decided to pay a dividend of EUR 1.00 per share for 2011. The record date for dividend payment is 16 April 2012 and the dividend payment date is 23 April 2012.
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, Minoo Akhtarzand, Heinz-Werner Binzel, Ilona Ervasti-Vaintola and Joshua Larson. Kim Ignatius was elected as a new member 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 75,000/year
Deputy Chairman EUR 57,000/year
Member EUR 40,000/year
For the Chairman of the Audit and Risk Committee EUR 57,000 is paid per year if he or she is not at the same time acting as Chairman or Deputy Chairman. 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 are 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.
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 by the Board of Directors in writing no later than on 29 October 2012.
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 Strategy
Harri Pynnä, General Counsel, Fortum Corporation, tel. +358 50 45 24825
NASDAQ OMX Helsinki
Fortum's purpose is to create energy that improves life for present and future generations. We provide sustainable solutions that fulfil the needs for low emissions, resource efficiency and energy security, and deliver excellent value to our shareholders. Our activities cover the generation, distribution and sales of electricity and heat as well as related expert services.
Fortum's operations focus on the Nordic countries, Russia, Poland and the Baltics. In the future, the integrating European and fast-growing Asian energy markets provide additional growth opportunities. In 2011, Fortum’s sales totalled EUR 6.2 billion and comparable operating profit was EUR 1.8 billion. We employ approximately 10,800 people. Fortum’s shares are quoted on NASDAQ OMX Helsinki.
Further information: www.fortum.com