Shareholders' Nomination Board's proposal for the composition of Neste's Board of Directors
Neste Corporation Stock Exchange Release 18 January 2019 at 8 am. (EET)
The Shareholders' Nomination Board, established by Neste Corporation's Annual General Meeting (AGM) on 4 April 2013, proposes to the AGM to be held on 2 April 2019 that the company's Board of Directors shall comprise the following members:
The Shareholders' Nomination Board proposes that Mr. Matti Kähkönen shall be re-elected as the Chair of the Board of Directors. In addition, the current Board members Ms. Elly (Elizabeth) Burghout, Ms. Martina Flöel, Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, Mr. Willem Schoeber, and Mr. Marco Wirén are proposed to be re-elected for a further term of office. The Nomination Board further proposes that Mr. Wirén shall be elected as the Vice Chair of the Board.
The Shareholders' Nomination Board further proposes that the Board shall have eight members and that Ms. Sonat Burman-Olsson shall be elected as a new member. A brief presentation of the proposed new member is attached to this release.
All of those concerned have given their consent to serving on the Board and are considered to be independent of its major shareholders. All are independent of the company except for Mr. Jari Rosendal who is the President and CEO of Kemira Corporation and has an interlocking control relationship as Ms. Kaisa Hietala, a member of Neste’s Executive Board, is also a member of Kemira’s Board of Directors.
“The Nomination Board has evaluated that the proposed Board of Directors has versatile knowledge and experience in leading and developing international business. Also, this proposal reflects the long-term target of renewing the Board from time to time, regardless of the current Board's excellent success,” says Mr. Jarmo Väisänen, Chair of the Nomination Board.
Ms. Laura Rautio will leave Neste’s Board of Directors after serving eight years in the Board. “On behalf of the Nomination Board, I wish to thank Rautio for her excellent work for Neste and for her long-standing contribution as the Vice Chair of the Board and before that as a member of the Board,” Väisänen says.
The Nomination Board shall, according to its charter, agree unanimously on the proposals to be put before the AGM. The Shareholders' Nomination Board did not make a unanimous proposal for the remuneration paid to the Board of Directors for their following term of office. The Chair of the Nomination Board has notified the Nomination Board and the Company that at the Annual General Meeting, the State of Finland will propose that the remuneration shall remain unchanged.
The remuneration currently paid to the Board of Directors is as follows:
Chair, EUR 66,000/year
Vice Chair, EUR 49,200/year
Member, EUR 35,400/year.
In addition to the annual fee, members of the Board of Directors would receive a meeting fee of EUR 600 for each meeting held in the member's home country and EUR 1,200 for each meeting held in another country, plus compensation for expenses pertaining to the company's travel guidelines. The meeting fee for telephone meetings will be paid, according to the fee payable for meetings held in each member's home country.
The Shareholders' Nomination Board was appointed on 12 September 2018. In accordance with a decision made by the AGM, the Nomination Board consisted of representatives of the company's three largest shareholders, as of the first weekday in September: Senior Financial Counsellor Jarmo Väisänen of the Ownership Steering Department in the Prime Minister’s Office of Finland (the Chair); President and CEO Jouko Pölönen of Ilmarinen Mutual Pension Insurance Company; Executive Vice-President Reima Rytsölä of Varma Mutual Pension Insurance Company and Matti Kähkönen, the Chair of Neste's Board of Directors.
The Nomination Board was unanimous in its proposals for the Board's composition and the number of members in the Board. As Chair of the Board of Directors, Matti Kähkönen did not take part in the decision-making on the Nomination Board's proposal related to the Chair of the Board, nor did he participate in the handling of the matter relating to the remuneration to be paid to the Board of Directors.
Relevant information on all those proposed for Board service can be found at www.neste.com.
Neste Corporation
Kaisa Lipponen
Director, Communications and Brand Marketing
Additional information: Chair of the Nomination Board, Senior Financial Counsellor Jarmo Väisänen, tel. +358 (0)295 160 162
Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates sustainable solutions for transport, business, and consumer needs. Our wide range of renewable products enable our customers to reduce climate emissions. We are the world's largest producer of renewable diesel refined from waste and residues, introducing renewable solutions also to the aviation and plastics industries. We are also a technologically advanced refiner of high-quality oil products. We want to be a reliable partner with widely valued expertise, research, and sustainable operations. In 2017, Neste's revenue stood at EUR 13.2 billion. In 2018, Neste placed 2nd on the Global 100 list of the most sustainable companies in the world. Read more: neste.com
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