Board of Directors
The Board of Directors is responsible for the company’s strategic development and for supervising and steering the company’s business and management. Further, under the Articles of Association and in line with the Companies Act, the Board of Directors represents the company and is responsible for the proper arrangement of the control of the company's accounts and finances. The Board of Directors is also responsible for defining the company’s mission and values.
The Board of Directors comprises five to eight members who are elected at the Annual General Meeting for a one-year
term of office, which expires at the end of the first Annual General Meeting following the election. The Annual General Meeting also elects the Chairman and the Deputy Chairman of the Board of Directors.
The Annual General Meeting resolved in April 2014 to remove the age limit of 68 years for board members from the Articles of Association, in accordance with the stand of the Ownership Steering of the Finnish State.
The Board of Directors convenes according to a previously agreed schedule to discuss specified themes and other issues whenever considered necessary. The Chairman of the Board of Directors prepares the agenda for the Board of Directors meeting based on the proposal by the President and CEO. The members of the Board of Directors have the right to suggest specific matters and have them included on the agenda. More than half of the members must be present at the meeting to constitute a quorum. Decisions of the Board of Directors shall be made by a simple majority. The Board of
Directors has approved a written charter for its work, the main content of which is disclosed herein, including the duties of the Board of Directors.
The President and CEO, the Chief Financial Officer, and the General Counsel, as secretary to the Board of Directors, attend the Board meetings on a regular basis. Other Fortum Executive Management Team members and senior executives attend as required.
As part of its duties, the Board of Directors conducts an annual self-assessment in order to further develop its work. In addition, in accordance with the Finnish Corporate Governance Code 2010, the Board of Directors annually evaluates which of the directors are independent of the company and which are independent of its significant shareholders.
The Board of Directors does not have powers to issue or buy back shares without authorization from the General Meeting
of the Shareholders. Currently, there is no such authorization for the Board of Directors.
Board of Directors in 2014
Until the Annual General Meeting held on 8 April 2014, the Board of Directors comprised the following seven members: Chairman Sari Baldauf, Deputy Chairman Christian Ramm-Schmidt, Minoo Akhtarzand, Heinz-Werner Binzel, Ilona Ervasti-Vaintola, Kim Ignatius and Joshua Larson.
The Annual General Meeting on 8 April 2014 re-elected Chairman Sari Baldauf, Deputy Chairman Kim Ignatius (previously member), Minoo Akhtarzand, Heinz-Werner Binzel, Ilona Ervasti-Vaintola and Christian Ramm-Schmidt (previously Deputy Chairman) and, in addition, Petteri Taalas and Jyrki Talvitie were elected as new members to the Board of Directors until the end of the Annual General Meeting in 2015.
In 2014, the Chairman, the Deputy Chairman and the members of the Board of Directors were all independent, non-executive directors and also independent of the company's significant shareholders. Three members, including the Chairman, are female.
During 2014, the Board of Directors met 11 times and the attendance rate of its members was 100 %.
The main focus areas of the Board of Directors during 2014 consisted of in-depth reviews of the economic environment and the energy sector especially in-light of the recent geopolitical development and possible impacts, further development of the company's strategy, including assessment of the future strategic alternatives after divestment of the electricity distribution business e.g. the plan to restructure TGC-1 ownership, reorganisation of business structure, review of succession plans as well as further review of various operations.
Based on the self-assessment conducted during the previous year, the Board of Directors set certain focus areas and amended certain processes in an effort to further enhance the efficiency of the board work.
Fortum's Board of Directors on 31 December 2014
|Name||Born||Nationality||Education||Occupation||Attendance in the Board Meetings||Attendance in the Board Committee Meetings|
|1955||Finnish||MSc (Econ.)||Non-executive chairman||11/11||Nomination and Remuneration Committee, 3/3|
|Deputy Chairman Mr. Kim Ignatius||1956||Finnish||BSc (Econ.)||CFO of Sanoma Corporation |
|11/11||Audit and Risk Committee, 6/6|
|Ms. Minoo Akhtarzand||1956||Swedish||MSc |
|Governor in the County of Jönköping|
|11/11||Nomination and Remuneration Committee, 3/3|
|Mr. Heinz-Werner Binzel||1954||German||Economics and electrical engineering degree||Independent consultant|
|11/11||Audit and Risk Committee, 6/6|
|Ms. Ilona Ervasti-Vaintola||1951||Finnish||LL.M, Trained on the bench||Non-executive director||11/11||Nomination and Remuneration Committee, 3/3|
|Mr. Christian Ramm-Schmidt||1946||Finnish||BSc (Econ)||Senior Partner of Merasco Capital Ltd.|
|11/11||Nomiation and Remuneration Committee 3/3|
|Mr. Petteri Taalas 1)||1961||Finnish||PhD in Meteorology||Director General of the Finnish Meteorological Institute|
|9/9||Nomination and Remuneration Committee, 3/3|
|Mr. Jyrki Talvitie 1)||1966||Finnish||Executive MBA, Master of Law||Russian Direct Investment Fund, Director|
|9/9||Audit and Risk Committee, 4/5|
Member of Fortum's Board of Directors until 8 April 2014
|Mr. Joshua Larson||1966||U.S. citizen||Master of International Affairs, Bachelor in Russian language||Private investor and consultant|
|2/2||Audit and Risk Committee, 1/1|
1) New member from 8 April 2014.
The duties of the Board of Directors
- Responsibility for the administration and the proper organisation of the operations of the company
- Strategic development and steering of the company's business and fields of activity
- Ensuring that the business complies with the relevant rules and regulations and the company's Articles of Association
- Ensuring that the accounting and financial administration are arranged appropriately
- Appointing and dismissing the President and CEO
- Confirming the Group's organisational structure at the top management level, and appointing and dismissing the members of the Fortum Executive Management Team
- Reviewing the main risks and providing instructions concerning the risks
- Confirming the Group's business plan on an annual basis
- Setting and follow-up of company and management performance targets
- Discussing and commenting on the interim reports
- Approving consolidated financial statements, operating and financial reviews, and parent company financial statements
- Defining the dividend policy
- Deciding on major investments, divestments and business arrangements
- Confirming Group policies and principles, such as the Group Risk Policy
- Confirming the Group's ethical values and operating principles, including sustainability, and overseeing their implementation
- Reviewing the Group's sustainability performance and report