Board of Directors

The AGM 2024, held on 25 March 2024, resolved to elect the following persons to the Board of Directors for a term ending at the end of the AGM 2025, in accordance with the proposal of the Shareholders’ Nomination Board: Mikael Silvennoinen as Chair, Essimari Kairisto as Deputy Chair, and Ralf Christian, Luisa Delgado, Jonas Gustavsson, Marita Niemelä, Teppo Paavola, Johan Söderström and Vesa-Pekka Takala as members. The Chair, the Deputy Chair and the members of the Board of Directors are all independent of the Company and its significant shareholders. Three of the Board members are female and six are male.

Until AGM 2024, the Board of Directors comprised the following members: Mikael Silvennoinen (Chair), Essimari Kairisto (Deputy Chair), and Ralf Christian, Luisa Delgado, Jonas Gustavsson, Marita Niemelä, Teppo Paavola, Maija Strandberg, Johan Söderström and Vesa-Pekka Takala. In the previous composition, the Chair, the Deputy Chair and the members of the Board of Directors were all independent of the Company and its significant shareholders, with the exception of Maija ‍Strandberg, who was non-independent of the ‍Company’s significant shareholder (the State of ‍Finland). 

The Board of Directors convened a total of 13 times in 2024, and the attendance rate of the meetings was 94%.

In 2024, the main focus of the board work was on the Group’s strategy update and implementation, building elements for future growth prospects, transformation of business operations towards more customer-oriented direction, leadership and employee development and engagement, matters having an impact on the Company’s businesses and operating environment, including development of risk framework reviews and the Group Risk Appetite statement, climate change, the ‍CSRD, as well as the political and regulatory environment.

To further enhance the efficiency of its work, the Board, as part of its work, also conducted the annual self-assessment, including assessment of the committee work, at the end of the year.

 The Board of Directors convenes according to the pre-agreed schedule to discuss specific themes and issues in accordance with its charter. The Chair of the Board of Directors decides on the agenda for the Board meetings based on the proposal prepared by the President and CEO and/or the secretary to the Board of Directors. The members of the Board of Directors also have the right to suggest additional items for the meeting agenda. The Chair may also convene a meeting to deal with a specific item should a member of the Board of Directors or the President and CEO so request. 

More than a half of the board members must be present at the meeting to constitute a quorum. The decisions of the Board of Directors shall be made by a simple majority. The work of the Board of Directors is based on a written charter, the main contents of which, including the duties of the Board of Directors, are disclosed herein. The Charter was last updated by the Board of Directors in March 2024. 

The President and CEO, the Chief Financial Officer, and the General Counsel, or another person nominated by the President and CEO shall present matters in the Board meetings.

The main duties of the Board of Directors include:

Strategy

• Strategic development and steering of the Group’s business
• Confirming operating principles and Group policies, including the Code of Conduct, sustainability policy and risk policy, and overseeing their implementation
• Defining the Group’s values and overseeing their manifestation in the Group’s culture

Supervision and oversight

• Ensuring that the administration and operations of the Company are properly organised
• Ensuring that the accounting, financial administration and risk management of the Company are properly organised

Financial and sustainability related matters

• Confirming the business plan on an annual basis
• Setting and following up the performance targets, including financial and sustainability-related targets, for the Group and its management
• Reviewing and approving interim reports, Consolidated Financial Statements, parent company Financial Statements and operating and financial review, and the sustainability reporting
• Defining the financial targets, including the dividend policy
• Defining the Group’s investment authorities and deciding on investments, divestments and business arrangements in line with the Group’s decision authorities

Decisions having effect on the corporate organisation

• Appointing and dismissing as well as deciding on the remuneration of the President and CEO
• Confirming the Group's organisational structure at the top management level and appointing and dismissing the members of the Fortum Leadership Team and deciding on their remuneration
• Appointing the Chair and Deputy Chair as well as the 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

As part of its duties, the Board of Directors also conducts an annual self-assessment at the end of each calendar year. In accordance with the Finnish Corporate Governance Code 2020, the Board of Directors also evaluates the independence of its members of both the Company and its significant shareholders.

The Board of Directors convenes according to the pre-agreed schedule to discuss specific themes and issues in accordance with its charter. The Chair of the Board of Directors decides on the agenda for the Board meetings based on the proposal prepared by the President and CEO and/or the secretary to the Board of Directors. The members of the Board of Directors also have the right to suggest additional items for the meeting agenda. The Chair may also convene a meeting to deal with a specific item should a member of the Board of Directors or the President and CEO so request. 

More than a half of the board members must be present at the meeting to constitute a quorum. The decisions of the Board of Directors shall be made by a simple majority.

Board meetings in 2024

The Board of Directors convened a total of 13 times in 2024, and the attendance rate of the meetings was 94%.

In 2024, the main focus of the board work was on the Group’s strategy update and implementation, building elements for future growth prospects, transformation of business operations towards more customer-oriented direction, leadership and employee development and engagement, matters having an impact on the Company’s businesses and operating environment, including development of risk framework reviews and the Group Risk Appetite statement, climate change, the ‍CSRD, as well as the political and regulatory environment.

To further enhance the efficiency of its work, the Board, as part of its work, also conducted the annual self-assessment, including assessment of the committee work, at the end of the year.