2009-04-07 17:45:00 CEST
2009-04-07 17:45:05 CEST
REGULATED INFORMATION
Fortum - Decisions of general meeting
Decisions by the Annual General Meeting of Fortum
Fortum Corporation Stock Exchange Release 7 April 2009 at 18:45 EET Decisions by the Annual General Meeting of Fortum Fortum Corporation's Annual General Meeting, which was held in Helsinki on 7 April 2009, adopted the financial statements of the parent company and the Group for 2008, discharged Fortum's Supervisory Board, Board of Directors and the President and CEO from liability for 2008, and decided to pay a dividend of EUR 1.00 per share for 2008. The record date for dividend payment is 14 April 2009 and the dividend payment date is 21 April 2009. 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: -------------------------------------------------------------------------------- | Chairman | EUR 1,000/month | -------------------------------------------------------------------------------- | Deputy chairman | EUR 600/month | -------------------------------------------------------------------------------- | Member | EUR 500/month | -------------------------------------------------------------------------------- | Meeting fee | EUR 200/meeting | -------------------------------------------------------------------------------- The number of members in the Board of Directors was confirmed to be six. The following persons were re-elected to the Board of Directors: Matti Lehti, Esko Aho, Ilona Ervasti-Vaintola, Birgitta Johansson-Hedberg and Christian Ramm-Schmidt. Sari Baldauf 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: -------------------------------------------------------------------------------- | Chairman | EUR 66,000/year | -------------------------------------------------------------------------------- | Deputy chairman | EUR 49,200/year | -------------------------------------------------------------------------------- | Member | EUR 35,400/year | -------------------------------------------------------------------------------- In addition, a EUR 600 meeting fee is paid. The meeting fee is also paid for committee meetings and is paid in double to a member who lives outside Finland in Europe. 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. 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 an expert members the chairman of the Board of Directors and one other member which the Board of Directors has elected among its members and who is independent from the significant shareholders. The three shareholders whose share of the total votes of all the shares of the company is largest on 2 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 informs the Board in writing of this request no later than on 30 October 2009. 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. Fortum Corporation Maria Romantschuk Senior Vice President, Corporate Communications 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: Chancellor of the Helsinki School of Economics Primary work experience: 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 31 December 2008: 0 Sari Baldauf, born 1955, M Sc, Business Administration Ms Baldauf holds honorary doctorate degrees in Technology (Helsinki University of Technology) and Business Administration (Turku School of Economics and Business Administration). She is an Honorary Fellow of London Business School. Main simultaneous positions of trust: Member of the Board in CapMan Plc, F-Secure Corporation, Daimler AG and Hewlett-Packard Company. She is also Member of the Board of Finnish Business and Policy Forum EVA and Finnish Cultural Foundation, vice chair of the board of International Youth Foundation and chairman of the Board of Savonlinna Opera Festival. Primary work experience: Nokia Corporation, 1983 - 2005, several senior executive positions, member of the Group Executive Board 1994 - 2005. Independent member of Fortum's Board of Directors since 2009 Fortum shareholding on 30 January 2008: 2,300 Esko Aho Born 1954, Master of Political Sciences Main occupation: Executive Vice President, Corporate Relations and Responsibility, Member of the Group Executive Board, Nokia Corporation 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: Member of the Board of Russian Venture Company Independent member of Fortum's Board of Directors since 2006 Fortum shareholding on 31 December 2008: 0 Ilona Ervasti-Vaintola born 1951, LL.M., Trained on the bench Main occupation: Sampo plc, Group Chief Counsel, Principal Attorney, Secretary of the Board of Directors of Sampo plc. Member of the Group Executive Committee. Primary work experience: Mandatum Bank plc, Chief Counsel and member of the Board Mandatum & Co Ltd, Director, Partner Union Bank of Finland Ltd, Head of Financial Law Department, Legal counsel Key positions of trust: Member of the Board or Fiskars Corporation and Finnish Literature Society; Chairman of Legal Committee and Member of the Panel on Takeovers and Mergers at the Central Chamber of Commerce of Finland Independent member of Fortum's Board of Directors since 2008 Fortum shareholding on 31 December 2008: 4,000 Birgitta Johansson-Hedberg Born 1947, Bachelor of Art, Master of Psychology Main occupation: 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 University of Umeå and Vinnova Vice Chairman of the Board of A-banan Member of the Board of Sveaskog, Finansinspektionen, NAXS, Rieber&Son ASA and The Forest Company Limited Independent member of Fortum's Board of Directors since 2004 Fortum shareholding on 31 December 2008: 900 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 Rocla Oyj, Suomen Lähikauppa Oy, Bang & Bonsomer Oy, OOO Moron (Moscow) and OOO Vitim (Moscow) Independent member of Fortum's Board of Directors since 2006 Fortum shareholding on 31 December 2008: 3,500
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