Member of Neste Board of Directors will not be available for re-election in the Annual General Meeting 2023 and update of the Invitation to the Annual General Meeting
Neste Corporation, Stock Exchange Release, 10 March 2023, 8 a.m. (EET)
Martina Flöel, a member of the Board of Directors of Neste Corporation, has announced that she will not be available for re-election in the Annual General Meeting (AGM) to be held on 28 March 2023. The reason for this is a potential conflict of interest relating to Flöel's other engagements which has arisen after the proposal by Neste's Shareholders' Nomination Board.
The Nomination Board had, according to the stock exchange release published on 27 January 2023, proposed Flöel to be re-elected as a member of the Board and that the Board shall have ten members. The Nomination Board has after Flöel’s announcement decided to keep its proposal valid in all other respects. This means that according to the proposal of the Nomination Board, the Board shall have nine members instead of ten.
"Martina Flöel was elected as a Board member of Neste in 2017. I wish to thank Martina for her excellent work for Neste and for her strong contribution as a member of the Board," says Matti Kähkönen, Chair of Neste's Board of Directors.
Neste Board of Directors has decided, based on the request of the Nomination Board, to update points 12 and 13 of the Invitation to the AGM published as a stock exchange release on 8 February 2023 as follows:
“12. Deciding the number of members of the Board of Directors
The Nomination Board proposes that the Board shall have nine members.
13. Election of the Chair, the Vice Chair, and the members of the Board of Directors
The Nomination Board proposes that Matti Kähkönen shall be re-elected as the Chair of the Board of Directors. In addition, the current members of the Board, John Abbott, Nick Elmslie, Just Jansz, Jari Rosendal, Eeva Sipilä and Johanna Söderström are proposed to be re-elected for a further term of office. The Nomination Board proposes that Eeva Sipilä shall be elected as the Vice Chair of the Board.
Further, the Nomination Board proposes that Heikki Malinen and Kimmo Viertola shall be elected as new members.
Of the current Board members, Marco Wirén, who has been a Board member of the Company as of 2015, and Martina Flöel, who has been a Board member of the Company as of 2017, have informed that they will not be available for re-election for the next period of office.
All persons proposed for Board service have given their consent to serving on the Board and are considered to be independent of the Company and its major shareholders, with the exception of Director General Kimmo Viertola of the Ownership Steering Department in the Prime Minister's Office of Finland, who is, based on his employment/service relationship, non-independent of the company's significant shareholder (the State of Finland). More information on the persons proposed by the Nomination Board for Board service can be found at www.neste.com.
As regards the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the AGM. This recommendation is based on the fact that at Neste, in line with the Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the Company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.”
The Invitation to the AGM, updated according to the Nomination Board’s amended proposals (points 12 and 13), is attached to this release. In all other respects, the invitation to the AGM remains as published on 8 February 2023.
Neste Corporation
Susanna Sieppi
Vice President, Communications
Further information: Matti Kähkönen, Chair of the Board of Directors, Neste.
Please contact Neste’s media service, tel. +358 800 94025 / media@neste.com (weekdays from 8.30 a.m. to 4.00 p.m. EET).
Attachment: Invitation to the Annual General Meeting
Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates solutions for combating climate change and accelerating a shift to a circular economy. We refine waste, residues and innovative raw materials into renewable fuels and sustainable feedstock for plastics and other materials. We are the world’s leading producer of sustainable aviation fuel and renewable diesel and developing chemical recycling to combat the plastic waste challenge. We aim at helping customers to reduce their greenhouse gas emissions with our renewable and circular solutions by at least 20 million tons annually by 2030. Our ambition is to make the Porvoo oil refinery in Finland the most sustainable refinery in Europe by 2030. We are introducing renewable and recycled raw materials such as liquefied waste plastic as refinery raw materials. We have committed to reaching carbon-neutral production by 2035, and we will reduce the carbon emission intensity of sold products by 50% by 2040. We also have set high standards for biodiversity, human rights and supply chain. We have consistently been included in the Dow Jones Sustainability Indices and the Global 100 list of the world’s most sustainable companies. In 2022, Neste's revenue stood at EUR 25.7 billion. Read more: neste.com