Annual Report 2013 | Suomeksi |

The 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 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. Under the Articles of Association, a person who has reached the age of 68 cannot be elected to the Board of Directors.

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 a 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. The decision 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

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, the Board of Directors annually evaluates which of the directors are independent of the company and its significant shareholders.

Board of Directors in 2013

Until the Annual General Meeting held on 9 April 2013, 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 9 April 2013 re-elected

them to the Board of Directors until the end of the Annual General Meeting in 2014.

In 2013, the Chairman, the Deputy Chairman and the members of the Board of Directors were all independent non-executive directors and also independent from the company's significant shareholders. Three members, including the Chairman, are female. During 2013, 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 2013 consisted of in-depth reviews of the economic environment and the energy sector, further development of the company's strategy, including assessment of the future alternatives of the electricity distribution business, update of the dividend policy, setting and implementing interim

arrangements during the sick leave of the President and CEO, a leadership audit and review of succession plans as well as of further audit and review of various operations like IT and sustainability, among others.

Based on the self-assessment conducted during the previous year, the processes related to the sharing of the meeting material were improved during 2013. In addition, 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 2013

Name Born Education Occupation Attendance in the Board meetings Attendance in the Board Committee meetings
Chairman
Ms. Sari Baldauf
1955 MSc (Econ.) Non-executive chairman 11/11 Nomination and Remuneration Committee, 4/4
Deputy Chairman
Mr. Christian Ramm-Schmidt
1946 BSc (Econ.) Senior Partner of Merasco Capital Ltd.
Non-executive director
11/11 Nomination and Remuneration Committee, 3/3
Audit and Risk Committee, 1/1
Ms. Minoo Akhtarzand 1956 Civil Engineer,
Electrical engineering
Governor in the County of Jönköping
Non-executive director
11/11 Nomination and Remuneration Committee, 4/4
Mr. Heinz-Werner Binzel 1954 Economics and electrical engineering degree Independent consultant
Non-executive director
11/11 Audit and Risk Committee, 6/6
Ms. Ilona Ervasti-Vaintola 1951 LL.M, Trained on the bench Non-executive director 11/11 Nomination and Remuneration Committee, 4/4
Mr. Kim Ignatius 1956 BSc (Econ) CFO of Sanoma Corporation
Non-executive director
11/11 Audit and Risk Committee, 6/6
Mr. Joshua Larson 1966 Master of International Affairs, Bachelor in Russian language Private investor and consultant
Non-executive director
11/11 Audit and Risk Committee, 6/6

 

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