The Shareholders’ Nomination Board consists of four members. Three are appointed by the three largest shareholders, who shall appoint one member each. The Chair of the Company’s Board of Directors acts as a non-voting expert of the Shareholders’ Nomination Board. The members are appointed annually, and their term of office ends when new members are appointed to replace them. Fortum’s three largest shareholders that are entitled to appoint members to the Shareholders’ Nomination Board are determined on the basis of the registered holdings as at the first working day of June in the year concerned. In the event that a shareholder does not wish to exercise its right to appoint a representative, it shall pass the right to the next largest shareholder. The Shareholders’ Nomination Board forwards its proposals for the Annual General Meeting to the Board of Directors by 31 January each year.
Diversity Principles for the Board of Directors
The Shareholders’ Nomination Board prepares and applies diversity principles to the Board of Directors in line with the Finnish Corporate Governance Code in preparing the proposals concerning the nomination of board members. The diversity principles include, among others, that the board composition shall include expertise from the geographical areas where Fortum conducts its business, the underlying profession of the board members shall include such competences that support the implementation of Fortum’s strategy and that enable the board members to challenge management decisions and to exercise an overseeing role. In addition, the board composition shall include both genders. The diversity principles and their implementation are reviewed by the Shareholders’ Nomination Board annually. The goal of the Shareholders’ Nomination Board is to find candidates for potential board members meeting the requirements set by the international nature of the company’s business emphasising experience gained in a CEO level management position in international business and strong expertise in ESG, energy industry, and digitalisation, in particular.
Shareholders’ Nomination Board composition
In June 2024, the following members were appointed to Fortum Shareholders' Nomination Board:
- Maija Strandberg, Director General, Prime Minister’s Office, Ownership Steering Department (Chair),
- Jouko Pölönen, President and CEO, Ilmarinen Mutual Pension Insurance Company, and
- Risto Murto, President and CEO, Varma Mutual Pension Insurance Company.
The Chair of Fortum’s Board of Directors Mikael Silvennoinen will serve as expert to the Nomination Board without right to vote.
The now appointed Nomination Board will forward its proposals for the 2025 Annual General Meeting to the Board of Directors by 31 January 2025.
During September 2023–May 2024, the members of the Shareholders’ Nomination Board were: Minna Pajumaa, (Chair) Senior Ministerial Adviser, Financial Affairs, Prime Minister’s Office, Ownership Steering Department, Jouko Pölönen, President and CEO of Ilmarinen Mutual Pension Insurance Company, Risto Murto, President and CEO of Varma Mutual Pension Insurance Company, and the Chair of the company’s Board of Directors Mikael Silvennoinen.
During September 2022–September 2023, the Shareholders’ Nomination Board comprised the following members: Maija Strandberg, Senior Ministerial Adviser, Financial Affairs, Prime Minister’s Office, Ownership Steering Department (Chair) (September 2022–April 2023), Jouko Pölönen, President and CEO of Ilmarinen Mutual Pension Insurance Company, Risto Murto, President and CEO of Varma Mutual Pension Insurance Company, Chair of the company’s Board of Directors Veli-Matti Reinikkala (September 2022-April 2023) and Mikael Silvennoinen as of 13 April 2023. Following the election of Maija Strandberg as member of the Board of Directors of Fortum at AGM 2023, Minna Pajumaa, Senior Ministerial Adviser, Financial Affairs, Prime Minister’s Office, Ownership Steering Department replaced Maija Strandberg and served as Chair of the Shareholders Nomination Board as of 13 April 2023.
In 2023 by 1 September, the Shareholders’ Nomination Board convened a total of 5 times and the attendance rate of the meetings was 100%. 1 September 2023–31 January 2024, the Nomination Board convened 6 times and the attendance rate of the meetings was 100%.