FORTUM CORPORATION STOCK EXCHANGE RELEASE
Release category: Other information disclosed according to the rules of the Exchange
The Shareholders' Nomination Board of
Members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board of Directors consist of ten (10) members (previously nine), the Chair and the Deputy Chair included. The Shareholders' Nomination Board proposes that the following persons be elected to the Board of Directors for a term ending at the end of the Annual General Meeting 2024:
Proposed to be re-elected as members:
Essimari Kairisto and
Proposed to be elected as new members:
Marita Niemelä,
Johan Söderström and
"In the wake of the changes caused by
"
"
All candidates have consented to the appointment and all are independent of the company and its significant shareholders, with the exception of
On the subject of the election procedure of the Board members, the Shareholders' Nomination Board suggests that the shareholders will take stand on the Board composition and nominations as a whole. The suggestion is based on the fact that the Company has a Shareholders' Nomination Board established by the resolution of the general meeting compliant with the Finnish Corporate Governance Code and corporate governance. The task of the Nomination Board is to ensure that the proposed Board as a whole possesses extensive competences and experience relevant for the Company, in addition to ensuring the qualifications of the individual board member candidates. The Nomination Board is also responsible for ensuring that Board Diversity Principles are appropriately taken into account and that the proposed Board composition also meets the other requirements set forth by the legislation and the Finnish Corporate Governance Code for listed companies.
Remuneration of the Board of Directors
The Shareholders' Nomination Board states that in accordance with the terms of the bridge financing facility between the company and
Therefore, the Shareholders' Nomination Board proposes to the Annual General Meeting 2023 that the remuneration payable to the members of the Board of Directors remain unchanged, and remuneration be paid for the next term, as follows:
The annual fee of the Chair, Deputy Chair and other members of the Board of Directors:
- Chair:
EUR 88,800 /year -
Deputy Chair:
EUR 63,300 /year -
Members:
EUR 43,100 /year -
Chair of the
Audit and Risk Committee :EUR 63,300 /year, in case that he/she does not simultaneously act as Chair or Deputy Chair of the Board.
In addition, it is proposed to pay fixed fees for the Committee work as follows:
- Member of the
Audit and Risk Committee :EUR 3,000 /year -
Chair of the
Nomination and Remuneration Committee :EUR 5,000 /year -
Member of the
Nomination and Remuneration Committee :EUR 2,000 /year -
Chair of any additional Committee established by a Board decision:
EUR 5,000 /year -
Member of any additional Committee established by a Board decision:
EUR 2,000 /year.
In addition, the Shareholders' Nomination Board proposes that the meeting fee payable to a Board member, also for the Committee meetings, be
Further, the Shareholders' Nomination Board proposes that the annual fee for the Board work of the Board members be paid in company shares and in cash in such a way that approximately 40% of the amount of the annual fee be payable in shares acquired on behalf and in the name of the Board members, and the remainder in cash. The company will pay the costs and the transfer tax related to the purchase of the company shares.
The shares will be acquired on behalf and in the name of the Board members within two weeks following the publication of the company's first quarter 2023 interim report. If share purchases cannot be carried out within the aforementioned schedule due to a reason related to the company or a Board member, the shares will be acquired later, or the annual fee will be paid fully in cash. The meeting fees and the fixed fees for the Committee work are proposed to be paid fully in cash.
Members of the Shareholders' Nomination Board
The members of the Shareholders' Nomination Board were
Additional information:
The CVs of the proposed new Board members are attached to this release.
Distribution:
Nasdaq
Main media
www.fortum.com
https://news.cision.com/fortum/r/proposals-by-shareholders--nomination-board-of-fortum-to-the-2023-annual-general-meeting,c3704378
https://mb.cision.com/Main/15253/3704378/1808355.pdf
https://mb.cision.com/Public/15253/3704378/9c5a876b3c439d91.pdf
https://news.cision.com/fortum/i/fortum-sign-6,c3138096
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