Proposals of Fingrid’s Shareholders’ Nomination Board to the Annual General Meeting 2020

The Shareholders’ Nomination Board of Fingrid Oyj proposes to the Annual General Meeting 2020 that the meeting would decide as follows.

Number and composition of the Board of Directors

The Shareholders’ Nomination Board proposes that the Board of Directors would consist of five (5) members and that the current members of the Board of Directors Juhani Järvi, Päivi Nerg, Sanna Syri ja Esko Torsti would be re-elected for the term of office ending at the end of the next Annual General Meeting. The current Board member Anu Hämäläinen has informed that she will not be available for re-election to the Board of Directors in the next Annual General Meeting.

In addition, Shareholders’ Nomination Board proposes that Hannu Linna will be elected as new Board member for the same term of office.

Hannu Linna, M. Sc. (Tech.), eMBA, Finnish citizen. Earlier Linna has acted as a CEO for Vaasan Sähkö Oy during the years 2001-2018 and as a CEO for Korpelan Voima (federation of municipalities) during the years 1994-2001 aand as a CEO for Mellano Oy during the years 1992-1994. In addition, Linna has acted earlier, among others, as a Board member for EPV Energia Oy 2001-2019), Voimapiha Oy (Indalsälven), (2013-2018) and Vapo OyVapo Timber Oy (2009 2017 and 2014-2017).

In addition, Shareholders’ Nomination Board proposes the Juhani Järvi would be re-elected as the Chairman and Päivi Nerg re-elected as the Vice Chairman of the Board of Directors.

Of the proposed Board members, Juhani Järvi and Sanna Syri are independent from the company and its significant shareholders. Päivi Nerg and Esko Torsti are independent of the company, but not of the signifigant shareholders, since they are currently employed by a significant shareholder.

All of the proposed Board members have given their consents to their appointments.

Remuneration for the Board of Directors

The Shareholders’ Nomination Board proposes that the remuneration paid to the members of the Board of Directors remain unchanged. According to the proposal, the Chair shall be paid EUR 2,400/month, the Vice Chair EUR 1,300/month, and the Board members EUR 1,000/month, in addition to which, members shall be paid a meeting fee of EUR 600 for attending Board meetings and meetings of the Board’s committees.

Additional information about the members of the board is available here. Additional information about the members proposed by Fingrid’s Shareholders’ Nomination Board is available here. The Nomination Board’s proposals will be included in the invitation to the Annual General Meeting.

The Chair of Fingrid’s Shareholders’ Nomination Board is Juha Majanen (nominated by the State of Finland), and its members are Jukka Reijonen (llmarinen Mutual Pension Insurance Company) and Erkko Ryynänen (nominated by Aino Holdingyhtiö Ky).

Shareholders’ Nomination Board

Fingrid Oyj’s Annual General Meeting held on 28 March 2018 decided to establish a shareholders' nomination board, which is a corporate body responsible for preparing proposals and submitting them to the ordinary Annual General Meeting concerning the appointment and remuneration of the members of the Board of Directors. The Nomination Board has been established to operate until further notice.

The Nomination Board consists of three representatives of the Company’s shareholders and the Chairman of the Board of Directors, who shall participate as an expert in the Nomination Board's meetings. The three shareholders with the largest share of the votes are each entitled to appoint one member of the Nomination Board. If a shareholder does not wish to use their right to appoint a member, the right shall be transferred to the next largest shareholder who would otherwise not be entitled to appoint a member.

The Nomination Board must annually submit its proposal to the Company’s Board of Directors no later than on the 31st of January preceding the following Annual General Meeting.

The members of the Shareholders’ Nomination Board as of 21 March 2019 are:

  • Budget Councellor Juha Majanen, The Ministry of Finance, appointed by the State of Finland
  • Head of private equity, debt and infrastructure investments Jukka Reijonen, Ilmarinen, appointed by Ilmarinen Mutual Pension Insurance Company
  • Director Erkko Ryynänen, OP, appointed by Aino Holdingyhtiö Ky

 

The term of office of the Nomination Board’s members ends at the closing of the Annual General Meeting following the appointment of the member.