Shareholders' Nomination Board
The purpose and task of the Shareholders’ Nomination Board is to prepare and present the General Meeting of Shareholders with the proposals on the remuneration of the Board of Directors, and the number of its members and on the composition of the Board of Directors. In addition, the Shareholders’ Nomination Board identifies possible successor candidates to the Board members.
In accordance with the updated Charter of the Shareholders’ Nomination Board of Fortum, approved by Fortum AGM 2024, the Shareholders’ Nomination Board consists of three members. The members are appointed by the Company’s three largest shareholders, who are each entitled to appoint one member. The three largest shareholders are determined on the basis of the holdings in the shareholder register maintained by Euroclear Finland Oy as of the first working day of June of each year. The members of the Shareholders’ Nomination Board are appointed annually, and their term of office expires at the time of the election of the next Shareholders’ Nomination Board. The Chair of the Company’s Board of Directors acts as an expert to the Shareholders’ Nomination Board without the right to vote. 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 AGM to the Board of Directors. The Chair of the Board of Directors shall convene the Shareholders’ Nomination Board to its first meeting, which shall elect its Chair by majority vote from amongst its members. The Nomination Board shall convene at the notice of its Chair. The Nomination Board may also engage the services of an external consultant in its search for suitable candidates for the Board of Directors or for evaluation of the remuneration of the Board of Directors.
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 2025 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 sustainability, energy industry, and digitalisation, in particular. The Shareholders’ Nomination Board has deemed that both the current board composition and the board member candidates proposed to be elected by the AGM 2025 possess all the competences defined in the diversity principles in a well-balanced manner.
Shareholders’ Nomination Board composition prior to AGM 2025
In June 2024, the following persons were appointed to the 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
- Risto Murto, President and CEO, Varma Mutual Pension Insurance Company
Mikael Silvennoinen as Chair of Fortum Board of Directors serves as expert to the Nomination Board without the right to vote, in accordance with the updated Charter of the Shareholders’ Nomination Board.
The Shareholders’ Nomination Board presented its proposals for the AGM to the Board of Directors on 19 December 2024. The Nomination Board convened a total of seven times and the attendance rate of the meetings was 100%.
Shareholders’ Nomination Board prior to AGM 2024
In September 2023, the following persons were appointed to the Fortum Shareholders' Nomination Board: 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. The Nomination Board convened a total of six times and the attendance rate of the meetings was 100%.