Gasum Annual Report 2010

Sivu: 1Sivu: 2Sivu: 3Sivu: 4Sivu: 5Sivu: 6Sivu: 7Sivu: 8Sivu: 9Sivu: 10Sivu: 11Sivu: 12Sivu: 13Sivu: 14Sivu: 15Sivu: 16Sivu: 17Sivu: 18Sivu: 19Sivu: 20Sivu: 21Sivu: 22Sivu: 23Sivu: 24Sivu: 25Sivu: 26Sivu: 27Sivu: 28Sivu: 29Sivu: 30Sivu: 31Sivu: 32Sivu: 33Sivu: 34

Sivu: 35

Salaries and emoluments paid by Gasum Oy during the year under review totalled €12,668,001.77, with the corresponding figure for Gasum Energiapalvelut Oy 1,755,866,08.11 and for Gasum Paikallisjakelu Oy totalling €337,163.93. OWNERSHIP STRUCTURE AND SHARES The year 2010 marked Gasum Oy’s 17th year of business. Gasum is owned by: Fortum Heat and Gas Oy OAO Gazprom Finnish State E.ON Ruhrgas International GmbH 31 % 25 % 24 % 20 % The company’s share capital is divided into Series A and Series K shares. There are 53,000,000 Series A shares and 1 Series K share. The Series K share is owned by the Finnish State. Each share entitles its owner to one vote when voting in shareholders’ meetings. The rendering of decisions in shareholders’ meetings regarding amendments to the company’s Articles of Association, and the selection of the Supervisory Board’s Chairperson, Deputy Chairperson and Members as well as their discharge of responsibilities requires, in addition to the majority required under the Limited Liability Companies Act, also a corresponding majority of the votes given by the A shares as well as the votes given by the K share. All Series A shares and the Series K share have the same right to dividends and the company’s assets. The acquisition of the Series K share by way of a transfer requires the consent of Gasum Oy’s Board of Directors. If this consent is not forthcoming, the holder of the K share has the right to demand that the share be converted to an A share. There were no changes in the ownership structure during the year. CORPORATE GOVERNANCE The Gasum Group consists of the parent company Gasum Oy and its wholly-owned subsidiaries Gasum Energiapalvelut Oy, Gasum Paikallisjakelu Oy, Gas Exchange Ltd and Gaasienergia AS. The Gasum Group organisation consists of five business areas and four support functions. The CEO is assisted in the steering of the Group’s operations by the Management Team. In accordance with the Limited Liability Companies Act, those responsible for Group administration and operations are Gasum Oy’s general meeting of shareholders, Board of Directors and CEO. The general meeting of shareholders also selects Gasum’s Supervisory Board The Supervisory Board is responsible for ensuring that the company is run in line with the decisions and instructions of the general meeting of shareholders and sound business principles.The Supervisory Board makes decisions on major strategic policies regarding Gasum Oy and also selects Gasum Oy’s Board of Directors. The Board of Directors comprises the chairperson and a maximum of six ordinary members. The Board of Directors is responsible for the company’s administration and operations in compliance with legislation, the Articles of Association and the instructions issued by the Supervisory Board and for decisions on issues such as the conveyance and mortgaging of fixed assets and the hiring and dismissal of senior managers not appointed by the Supervisory Board. Gasum Oy’s Annual General Meeting (AGM) was held on 20 May 2010. The shareholders adopted the financial statements for 2009, approved the payment of dividend recommended by the Board of Directors and the bonuses to be paid to employees and released the members of the Supervisory Board, the Board of Directors and the CEO from liability for the 2009 financial year. Members of the Supervisory Board were also confirmed by the AGM. Deputy Chair Taisto Turunen resigned, and Jarmo Väisänen was appointed in his place. Members retiring by rotation, Seppo Aho and Sergey Emelyanov, were reappointed as members of the Supervisory Board. Achim Saul and Lukas Specht had submitted their requests for resignation, and Peter Frankenberg and Jörg Tumat were appointed to replace them. Jorma Eloranta continues as the chairman of the Supervisory Board and Stanislav Tsygankov and Timo Karttinen as members. Appointed by the Annual General Meeting, authorised public accountants PricewaterhouseCoopers Oy acted as the Gasum Group’s auditors, with Eero Suomela APA as the principal auditor. CEO Antero Jännes served as Chairman of Gasum Oy’s Board of Directors. Björn Ahlnäs was the Deputy Chairman and member of the Board, while other members were Paula Lähde, Aleksei Novitsky, Christer Paltschik, Ari Suomilammi and Kristiina Vuori. During the year under review, the Supervisory Board met 4 times and the Board of Directors 14 times. In accordance with the instructions issued by the Government’s Ownership Steering Department, Gasum has drawn up guidelines specifying the principles of good governance and ethical practice to be applied within the company. A summary of the guidelines in Finnish can be found on Gasum’s website. The Gasum Group operated performance and profit bonus schemes in 2010, and a long-term reward system was applied to Group key persons. The current chair and deputy chairs of Gasum Oy’s Board of Directors may retire at the age of 60 and receive pension benefits in accordance with the regulations of Mandatum Life Insurance Company. FUTURE PROSPECTS Finland’s future energy solutions have a focus on energy efficiency, renewability and reductions in the use of fossil fuels and import dependency. A globally significant phenomenon in the natural gas market is new unconventional natural gas resources that have considerably increased estimates of the amount of natural gas available.The utilisation of new sources of natural gas has been launched most rapidly in the United States, but plenty of new natural gas resources are anticipated to be found for utilisation in Europe too. This has increased the role of natural gas in assessments of energy use developments around the world.The EU is also investing strongly in the diversification of natural gas sources through actions including encouraging investments in LNG imports and new pipeline connections with new producers.The replacement of coal by natural gas is regarded as the most efficient and fastest way to cut down carbon dioxide emissions. 33 

Sivu: 35Sivu: 36Sivu: 37Sivu: 38Sivu: 39Sivu: 40Sivu: 41Sivu: 42Sivu: 43Sivu: 44Sivu: 45Sivu: 46Sivu: 47Sivu: 48Sivu: 49Sivu: 50Sivu: 51Sivu: 52Sivu: 53Sivu: 54Sivu: 55Sivu: 56