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 nine (9) members, 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 2025:
Proposed to be re-elected as members:
Essimari Kairisto,
Marita Niemelä,
Johan Söderström, and
All candidates have consented to the appointment and all are independent of the company and its significant shareholders in accordance with the Finnish Corporate Governance Code for Listed Companies.
On the subject of the election procedure of the Board members, the Shareholders' Nomination Board suggests that the shareholders take a 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 good corporate governance practices. 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 the long-term programme to increase the remuneration of the members of the Board of Directors of the company decided by the Shareholders' Nomination Board in 2021 and published by a stock exchange release on
Therefore, the Shareholders' Nomination Board proposes to the Annual General Meeting 2024 that the remuneration payable to the Chair, Deputy Chair and the other members of the Board of Directors be changed in line with the earlier decision in principle to increase the remuneration, as follows:
The annual fee of the Chair, Deputy Chair and other members of the Board of Directors:
- Chair:
EUR 128,200 /year (currentlyEUR 88,800 ) -
Deputy Chair:
EUR 79,400 /year (EUR 63,300 ), and -
Members:
EUR 56,800 /year (EUR 43,100 )
In addition, it is proposed to pay fixed fees for the Committee work as follows:
- Chair of the
Audit and Risk Committee , Chair of theTechnology and Investment Committee and Chair of theNomination and Remuneration Committee :EUR 22,600 /year (EUR 20,200 ,EUR 5,000 andEUR 5,000 ), in case that they do not simultaneously act as Chair or Deputy Chair of the Board. -
Member of the
Audit and Risk Committee , theTechnology and Investment Committee and theNomination and Remuneration Committee :EUR 5,400 /year (EUR 3,000 ,EUR 2,000 andEUR 2,000 ).
If the Chair of the
The Chair and the members of any additional Committee established by a Board decision will only be paid the meeting fees.
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 2024 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.
Amendment of the Charter of the Shareholders' Nomination Board
The Shareholders' Nomination Board proposes that the Charter of the Shareholders' Nomination Board be amended in such a way that the shareholders entitled to appoint a member are determined on the basis of the shareholders' register of the company maintained by
Members of the Shareholders' Nomination Board
Minna Pajumaa, Senior Ministerial Adviser, Financial Affairs, Prime Minister's Office,
Additional information:
Minna Pajumaa, Chair of the Shareholders' Nomination Board of
Distribution:
Nasdaq
Main media
www.fortum.com
https://news.cision.com/fortum/r/proposals-by-shareholders--nomination-board-of-fortum-to-the-annual-general-meeting-2024,c3919617
https://mb.cision.com/Main/15253/3919617/2572849.pdf
https://news.cision.com/fortum/i/fortum-4355,c3262559
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