Corporate governance

1 Principles of corporate governance

Fennovoima was established to provide electricity to its shareholders at production cost in proportion to the ownership of each shareholder.

The decision-making and operations of Fennovoima are guided by the company’s ethical principles of safety, human dignity, sustainable development, and good corporate citizenship.

This foundation is applied also in Fennovoima's corporate governance, which is based on the following principles:

• Full compliance with Finnish legislation and other applicable regulations
• Fair and just treatment of Fennovoima’s shareholders, personnel and other stakeholders
• Transparency, openness and accountability in management, administration, finances and operations

2 Practices of corporate governance

2.1 Company structure

Fennovoima’s company structure is based on the following:

• The ultimate responsibility for the company lies with the General Meeting of Shareholders
• The company is governed by the Board of Directors with nine ordinary and three deputy members elected at the General Meeting for a period of one year
• The company is managed by a Managing Director, who serves as Chief Executive Officer
• The company management and management team operate within the authority of CEO and assist the CEO in the company’s management and operations
• Operations are organized into units, each led by a member of the company management team who reports to CEO

2.2 Board of Directors

The Board of Directors has, among others, the following duties:

• Ensuring that the CEO performs his duties in accordance with the applicable rules and regulations, and in the best interests of the company
• Establishing Fennovoima’s targets, strategy and financial plans, and the appropriate monitoring procedures
• Deciding upon financial matters that exceed the limits set in Fennovoima’s Corporate Governance Policy
• Establishing subsidiaries and trading in shares of such companies
• Approving the recruitment and employment termination of the CEO and personnel reporting to the CEO
• Deciding upon matters regarding Fennovoima’s nuclear power plant as defined in Fennovoima’s Corporate Governance Policy
• Monitoring Fennovoima’s ethical compliance and corporate social responsibility records
• Adopting agreements, arrangements or transactions outside the ordinary course of business of the company

2.3 CEO

In particular, CEO has the following duties:

• Providing adequate information and reports to the Board of Directors on all relevant matters concerning Fennovoima’s management, administration, finances and operations
• Preparing proposals and resolutions for discussion and decision-making of the Board of Directors
• Participating in the meetings of the Board of Directors and mandating, when appropriate, other members of the management to participate in these meetings
• Ensuring that Fennovoima’s management, administration, finances and operations are conducted in accordance with applicable legislation and regulations
• Implementing Fennovoima’s targets and strategy set by the Board of Directors
• Ensuring that Fennovoima’s planning and follow-up practices support the company’s targets and strategy
• Safeguarding that necessary agreements and other obligations are undertaken and documented in an appropriate manner

3 Management ownership of shares

The members of the Board of Directors, the CEO or the management team members cannot own Fennovoima shares.

4 Related documents

When formulating Fennovoima’s corporate governance, the following documents have been taken into account:

• The applicable sections of Corporate Governance Recommendation for Listed Companies (Finnish Central Chamber of Commerce, December 2003)
• The applicable sections of Agenda for Improving Corporate Governance of Unlisted Companies (Finnish Central Chamber of Commerce, January 2006)