Decisions by the Annual General Meeting of Fortum Corporation
Fortum Corporation
Stock exchange release
25 March 2010 at 16.30 EET
Decisions by the Annual General Meeting of Fortum Corporation
Fortum Corporation's Annual General Meeting, which was held in Helsinki on 25
March 2010, adopted the financial statements of the parent company and the Group
for 2009, discharged Fortum's Supervisory Board, Board of Directors and the
President and CEO from liability for 2009, and decided to pay a dividend of EUR
1.00 per share for 2009. The record date for dividend payment is 30 March 2010
and the dividend payment date is 8 April 2010.
Supervisory Board, Board of Directors and Auditor
The number of members of Fortum's Supervisory Board was confirmed to be 11. The
following persons were elected to the Supervisory Board: Markku Laukkanen
(Chairman), Sanna Perkiö (Deputy Chairman), Tarja Filatov, Sampsa Kataja, Kimmo
Kiljunen, Katri Komi, Juha Mieto and Jukka Mäkelä, who are all Members of
Parliament, as well as Martti Alakoski, Union Chairman, Panu Laturi, Secretary
General, and Helena Pesola, Director. The Supervisory Board was elected until
the end of the following Annual General Meeting.
The Annual General Meeting confirmed the following remunerations for Supervisory
Board service:
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| Chairman | EUR 1,000/month |
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| Deputy chairman | EUR 600/month |
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| Member | EUR 500/month |
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| Meeting fee | EUR 200/meeting |
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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: Matti Lehti, Sari
Baldauf, Esko Aho, Ilona Ervasti-Vaintola, Birgitta Johansson-Hedberg and
Christian Ramm-Schmidt. Joshua Larson was elected as a new member to the Board
of Directors. Matti Lehti was elected as the Chairman and Sari Baldauf as the
Deputy Chairman of the Board of Directors. The Board of Directors was elected
until the end of the following Annual General Meeting.
The Annual General Meeting confirmed the following remuneration for Board
Service:
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| Chairman | EUR 66,000/year |
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| Deputy chairman | EUR 49,200/year |
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| Member | EUR 35,400/year |
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In addition, a EUR 600 meeting fee is paid. The meeting fee is also paid for
committee meetings and is doubled for Board members who live outside Finland in
Europe and tripled for members living elsewhere outside Finland. Travel expenses
of the members of the Board of Directors shall be compensated for in accordance
with the company's travel policy.
Authorised Public Accountant Deloitte & Touche Oy was re-elected as auditor.
Amendment of the Articles of Association
The Annual General Meeting of Shareholders resolved to amend Section 7 and
Section 18 of the company's Articles of Association so that the statement given
to the annual general meeting of shareholders by the Supervisory Board shall in
addition to the financial statements and the auditor's report refer also to the
operating and financial review, and that Section 14 of the Articles of
Association is amended so that the notice convening a general meeting of
shareholders shall be delivered no more than three months and no less than three
weeks before the general meeting of shareholders, however, at least nine days
before the record date of the general meeting of shareholders, as defined in the
Chapter 4, Section 2, Subsection 2 of the Companies Act.
Shareholders' Nomination Committee
The Annual General Meeting resolved to appoint a Nomination Committee to prepare
proposals concerning Board members and their remuneration for the following
Annual General Meeting. The Nomination Committee will consist of the
representatives of the three main shareholders and, in addition, as expert
member the chairman of the Board of Directors. The three shareholders whose
shares represent the largest number of the votes of all shares in the company on
the 1st day of November preceding the annual general meeting will have the right
to appoint the members representing the shareholders. Should a shareholder not
wish to use its right to nominate, this right will be passed on to the next
biggest shareholder. The largest shareholders will be determined on the basis of
the ownership information registered in the book-entry system. In case an owner
is required under the Securities Markets Act to report certain changes in
ownership (when flagging by shareholder is required), for example when the
ownership is distributed among various funds, the ownership will be counted as
one holding if the owner so requests by notifying the Board of Directors in
writing no later than on 29 October 2010.
The Nomination Committee will be convened by the chairman of the Board of
Directors, and the Committee will choose a chairman from among its own members.
The Committee shall give its proposal to the Board of Directors of the company
at the latest by 1 February preceding the Annual General Meeting.
The proposal by The Finnish Shareholders Association to dissolve the Supervisory
Board was not accepted.
Fortum Corporation
Anne Brunila
Executive Vice President, Corporate Relations and Sustainability
Additional information:
Harri Pynnä, General Counsel, Fortum Corporation, tel.
+358 50 45 24825
Distribution:
NASDAQ OMX Helsinki
Key media
www.fortum.com
APPENDIX: Members of the Board of Directors
MATTI LEHTI
Chairman, born 1947, PhD (Econ)
Main occupation:
Non-executive Director
Primary work experience:
Chancellor of the Helsinki School of Economics
President and CEO and Chairman of the Board, TietoEnator Corporation,
Tietotehdas Oy and TietoGroup
Deputy Managing Director, Rautakirja Oy
Key positions of trust:
Chairman of the Foundation for Economic Education
Vice Chairman of the Helsinki School of Economics Foundation
Independent member of Fortum's Board of Directors since 2005
Fortum shareholding on 24 March 2010: 2,000
SARI BALDAUF
Deputy Chairman, born 1955, M Sc, Business Administration
Main occupation:
Non-executive Director
Primary work experience:
Several senior executive positions, Nokia Corporation. Member of the Group
Executive Board.
Key positions of trust:
Member of the Board of CapMan Plc, F-Secure Corporation, Daimler AG and
Hewlett-Packard
Company
Member of the Board of Finnish Business and Policy Forum EVA and Finland's
Children and Youth Foundation
Chairman of Savonlinna Opera Festival
Independent member of Fortum's Board of Directors since 2009
Fortum shareholding on 24 March 2010: 2,300
ESKO AHO
Born 1954, Master of Political Sciences
Main occupation:
Executive Vice President, Corporate Relations and Responsibility, Nokia
Corporation. Member of the Group Executive Board.
Primary work experience:
President of Sitra, the Finnish Innovation Fund
Prime Minister of Finland
Member of Parliament
Leader of the Centre Party
Lecturer at Harvard
Key positions of trust:
Vice Chairman of the Board, Technology Industries of Finland
Member of the Board Directors of Russian Venture
Company
Independent member of Fortum's Board of Directors since 2006
Fortum shareholding on 24 March 2010: 0
ILONA ERVASTI-VAINTOLA
Born 1951, LL.M., Trained on the bench
Main occupation:
Group Chief Counsel, Principal Attorney, Secretary of the Board of Directors of
Sampo plc. Member of the Group Executive Committee.
Primary work experience:
Chief Counsel and member of the Board, Mandatum Bank plc
Director, Partner, Mandatum & Co Ltd
Head of Financial Law Department, Legal counsel of Union Bank of Finland Ltd
Key positions of trust:
Member of the Board of Fiskars Corporation and Finnish Literature Society
Chairman of Legal Committee at the Central Chamber of Commerce of Finland
Non-independent from the company (interlocking control relationship) and
independent of signifant shareholders. Member of Fortum's Board of Directors
since 2008
Fortum shareholding on 24 March 2010: 4,000
BIRGITTA JOHANSSON-HEDBERG
Born 1947, Bachelor of Art, Master of Psychology
Main occupation:
Non-executive Director
Primary work experience:
President and CEO of Lantmännen
President and CEO of Foreningssparbanken
Resident Director for Scandinavia, Wolters Kluwer
Key positions of trust:
Chairman of the Board of Umeå Universitet, Vinnova and Pocketstället AB
Member of the Board of Sveaskog, Finansinspektionen, NAXS, Rieber&Son ASA,
Sveriges Radio, Vectura Consulting and the Forest Company Limited.
Independent member of Fortum's Board of Directors since 2004
Fortum shareholding on 24 March 2010: 900
JOSHUA LARSON
Born 1966, Master or International Affairs, Bachelor in Russian language
Main occupation:
Private investor and consultant
Primary work experience:
CEO, Senior Managing Director, IFC Alemar
Managing Director, The Carlyle Group, Moscow
Executive Director, Head of Russian Operations, Morgan Stanley, Moscow
Executive Director, Co-Head of Russian Business, Goldman Sachs International,
London and Moscow
Key positions of trust:
Member of the Board of Directors of Kora Group (2006-2007), Bank Alemar, IFC
Alemar and Alemar Asset Management (2006-2008), OAO Apteka Holdings (2004-2006),
and OAO Cherkizovo Agro-Industrial Complex (2002-2004)
Fortum shareholding 24 March 2010: 0
CHRISTIAN RAMM-SCHMIDT
born 1946, B. Sc. (Econ.)
Main occupation:
Senior Partner of Merasco Capital Ltd.
Primary work experience:
President of Baltic Beverages Holding Ab (BBH)
President of Fazer Biscuits Ltd., Fazer Chocolates Ltd., Fazer Confectionery
Group Ltd.
Director, ISS ServiSystems Oy
Key positions of trust:
Member of the Board of Suomen Lähikauppa Oy and Boardman Oy
Independent member of Fortum's Board of Directors since 2006
Fortum shareholding on 24 March 2010: 3,500
