Decisions by the Annual General Meeting of Fortum Corporation
FORTUM CORPORATION STOCK EXCHANGE RELEASE 9 April 2013 at 18:10 EEST
Fortum Corporation’s Annual General Meeting was held in Helsinki on 9 April 2013. The Annual General Meeting adopted the financial statements of the parent company and the Group for 2012 and discharged the members of Fortum's Board of Directors and the President and CEO from liability for the year 2012.
In accordance with the proposal of the Board of Directors, the AGM decided to pay a dividend of EUR 1.00 per share for the financial period ending 31 December 2012. The record date for dividend payment is 12 April 2013 and the dividend payment date is 19 April 2013.
Board of Directors, remunerations 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: Ms Sari Baldauf as the Chairman, Mr Christian Ramm-Schmidt as the Deputy Chairman, and Ms Minoo Akhtarzand, Mr Heinz-Werner Binzel, Ms Ilona Ervasti-Vaintola, Mr Kim Ignatius and Mr Joshua Larson as members. 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.
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 a member living elsewhere outside Europe. 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 permanent Shareholders' Nomination Board in accordance with the proposal of the Board of Directors. The purpose and task of the Nomination Board is to prepare and present to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, a proposal on the remuneration of the members of the Board of Directors, a proposal on the number of the members of the Board of Directors and a proposal on the members of the Board of Directors. In addition, the task of the Nomination Board is to seek candidates as potential board members.
The Nomination Board shall consist of four (4) members, three of which shall be appointed by the Company’s three largest shareholders, who shall appoint one member each. The Chairman of the Company’s Board of Directors shall serve as the fourth member.
The Company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined on the basis of the registered holdings in the Company’s shareholder register held by Euroclear Finland Oy as of the first working day in September in the year concerned. The Chairman of the Board of Directors shall request each of the three largest shareholders to appoint one member to the Nomination Board. In the event that a shareholder does not wish to exercise his or her right to appoint a representative, it shall pass to the next-largest shareholder who would not otherwise be entitled to appoint a member to the Nomination Board.
The Chairman of the Board of Directors shall convene the first meeting of the Nomination Board. The Nomination Board shall elect a Chairman from among its members and the Nomination Board’s Chairman shall be responsible for convening subsequent meetings. When the Nomination Board has been appointed, the Company will publish the composition by a release.
The Nomination Board is established to exist and serve until the General Meeting of the Company decides otherwise. The members shall be nominated annually and their term of office shall end when new members are nominated to replace them.
The Nomination Board shall forward its proposals for the Annual General Meeting to the Company’s Board of Directors by 31 January each year. Proposals intended for an Extraordinary General Meeting shall be forwarded to the Company’s Board of Directors in time for them to be included in the notice to the General Meeting.
Further details on the purpose, composition and tasks of the Shareholders' Nomination Board is available in Fortum's stock exchange release published on 31 January 2013.
Minutes of the meeting
The minutes of the annual general meeting will be available on the company’s website as from 23 April 2013, at the latest.
Senior Vice President, Corporate Communications
Harri Pynnä, General Counsel, Fortum Corporation, tel. +358 50 45 24825
NASDAQ OMX Helsinki
Members of the Board of Directors
Fortum's purpose is to create energy that improves life for present and future
generations. We provide sustainable solutions that fulfill 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 2012, Fortum’s sales
totalled EUR 6.2 billion and comparable operating profit was EUR 1.7 billion.
We employ approximately 10,400 people. Fortum’s shares are quoted on NASDAQ OMX
Further information: www.fortum.com