Proposals of the Shareholders’ Nomination Board to Neste’s Annual General Meeting
Neste Corporation, Stock Exchange Release, 28 January 2022 at 9 a.m. (EET)
The Shareholders' Nomination Board, established by Neste Corporation's Annual General Meeting (AGM) on 4 April 2013, has forwarded to the Board of Directors of the Company its proposals to the 2022 AGM.
Board Members
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, Martina Flöel, Jari Rosendal, Johanna Söderström and Marco Wirén are proposed to be re-elected for a further term of office. The Nomination Board proposes that Marco Wirén shall be re-elected as the Vice Chair of the Board.
Further, the Nomination Board proposes that the Board shall have nine members and that Just Jansz and Eeva Sipilä shall be elected as new members.
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. A brief presentation of the proposed new members is attached to this release. 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 Shareholders’ 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 also 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.
Jean-Baptiste Renard, who has been a Board member of the Company as of 2014, will leave the Board at the end of the AGM. “Jean-Baptiste’s long time contribution at the Board and its committees has been strong and valuable. I wish to warmly thank him for the work done for Neste,” says Mr. Kimmo Viertola, Chair of the Nomination Board.
“According to the assessment by the Nomination Board, the proposed new members strengthen the knowledge and experience relevant for the Company’s international business environment and new business opportunities,” continues Viertola.
Board Remuneration
“The remuneration paid to Neste Board members was increased in 2008 and a smaller adjustment was made in 2020. The Nomination Board has reviewed the Board remuneration, and the State of Finland has a year ago committed to support at the AGMs unanimous proposals by the Nomination Board. This is intended to support favorable value creation for the State and all shareholders in a sustainable manner,” says Viertola.
The Nomination Board concludes that the present proposal is part of a program for bringing Board remuneration to a level comparable to those of peer companies. The Nomination Board annually brings proposals to this effect to the AGM in accordance with the Charter of the Nomination Board.
The proposal by the Nomination Board for remuneration to be paid to the Board members for the next term is as follows (remuneration for 2021 in brackets):
Annual fees:
The Board members are paid the following fixed annual fees for the term starting at the end of the 2022 AGM and ending at the end of the 2023 AGM:
- Chair: EUR 78,100 (67,900),
- Vice Chair: EUR 54,400 (49,600),
- Chair of Audit Committee: EUR 54,400 (49,600) if he or she does not simultaneously act as Chair or Vice Chair of the Board, and
- Member: EUR 37,900 (35,700).
Committee fees:
In addition to the above-mentioned fixed annual fees, the following annual fees for committee work will be paid as a new element:
- other members of the Audit Committee than its Chair will, for such position, be paid EUR 3,000,
- the Chair of the Personnel and Remuneration Committee will, for such position, be paid EUR 5,000, and its members will, for such position, be paid EUR 2,000, and
- the Chair of another committee established based on Board decision will, for such position, be paid EUR 5,000, and its members will, for such position, be paid EUR 2,000.
Meeting fees:
In addition to the above-mentioned annual fees, the Board members will be paid as follows for participation in Board and committee meetings:
- EUR 800 (600) for meetings held in the member’s home country,
- EUR 1,600 (1,200) for meetings held in the same continent as the member’s home country, and
- EUR 2,400 (1,200) for meetings held outside the same continent as the member’s home country
- The meeting fee for meetings held over the telephone or through other means of data communication is paid according to the fee payable for meetings held in each member's home country.
- In addition, compensation for expenses is paid in accordance with the Company's travel guidelines.
Payment in the form of shares:
Part of the fixed annual fees will be paid in the form of shares in Neste Corporation to be purchased from the markets as follows:
A portion of 40% of the fixed annual fee will be paid in the form of shares and the remainder in cash. Committee and meeting fees will be paid in cash. The shares will be purchased directly on behalf of the Board members within two weeks after the publication of the interim report for the period 1 January to 31 March 2022. If the shares are not purchased and/or delivered based on a reason pertaining to the Company or the Board member, the fee will be in cash in its entirety. The Company is responsible for any transfer tax potentially levied on the purchase.
Composition of and Decision-Making by the Shareholders’ Nomination Board
The Shareholders' Nomination Board was appointed on 20 September 2021. In accordance with a decision made by the AGM, the Nomination Board consists of representatives of the Company's three largest shareholders, as of the first weekday in September: Director General Kimmo Viertola of the Ownership Steering Department in the Prime Minister’s Office of Finland, as the Chair of the Nomination Board as well as Deputy CEO, Investments Reima Rytsölä of Varma Mutual Pension Insurance Company, Director General Outi Antila of The Social Insurance Institution of Finland and Matti Kähkönen, the Chair of Neste's Board of Directors.
The Nomination Board made the above-mentioned proposals unanimously. As the Chair of the Board of Directors, Matti Kähkönen did not take part in the decision-making on the Nomination Board's proposal relating to the Chair of the Board or the Board remuneration.
The proposals by the Nomination Board will be included in the notice convening the 2022 AGM which will be announced later.
Neste Corporation
Susanna Sieppi
Vice President, Communications
Additional information: Chair of the Nomination Board, Director General Kimmo Viertola, tel. +358 (0)295 160026
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 renewable diesel and sustainable aviation fuel, developing chemical recycling to combat the plastic waste challenge. We aim at helping customers to reduce greenhouse gas emissions with our renewable and circular solutions by at least 20 million tons annually by 2030. As a technologically advanced refiner of high-quality oil products with a commitment to reach carbon-neutral production by 2035, we are also introducing renewable and recycled raw materials such as waste plastic as refinery raw materials. We have consistently been included in the Dow Jones Sustainability Indices and the Global 100 list of the world’s most sustainable companies. In 2020, Neste's revenue stood at EUR 11.8 billion, with 94% of the company’s comparable operating profit coming from renewable products. Read more: neste.com
