Decisions taken by Neste Oil´s Annual General Meeting
Neste Oil Corporation’s Annual General Meeting (AGM) was held 14 March 2008 at the Finnish National Opera in Helsinki and adopted the company’s financial statements and consolidated financial statements for 2007 and discharged the Supervisory Board, Board of Directors, and management from liability for 2007.
Dividend of EUR 1.00 per share
The AGM also approved the Board of Directors’ proposal regarding the distribution of the company’s profit for 2007, sanctioning payment of a dividend of EUR 1.00 per share. This will be paid to all shareholders included in the register of shareholders maintained by the Finnish Central Securities Depository on the record date set for payment of the dividend, which shall be 19 March 2008. Payment will be made on Friday, 28 March 2008.
Composition and remuneration of the Board of Directors
In accordance with the proposal made by the AGM Nomination Committee, the AGM confirmed the membership of the Board of Directors at eight members, and the following were re-elected to serve until the end of the next AGM: Mr. Timo Peltola as Chairman, Mr. Mikael von Frenckell, Mr. Michiel A.M. Boersma, Ms. Ainomaija Haarla, Ms. Nina Linander, Mr. Antti Tanskanen, and Ms. Maarit Toivanen-Koivisto. Mr. Markku Tapio was elected as a new member. Mr. Timo Peltola will continue as Chairman and Mr. Mikael von Frenckell as Vice Chairman.
The AGM decided to pay the following remuneration to the Board:
- Chairman EUR 66,000 a year
- Vice Chairman EUR 49,200 a year
- members EUR 35,400 a year.
In addition, those participating at Board meetings and meetings convened by the Board’s committees will receive a payment of EUR 600 per meeting, together with their traveling costs, in accordance with the company’s travel policy. A payment of double this, EUR 1,200 per meeting, will be made to Board members living outside Finland.
Composition and remuneration of the Supervisory Board
The AGM rejected the proposal put forward by George Jauhiainen, one of the company’s shareholders, that the Supervisory Board should be abolished. The AGM confirmed that the Supervisory Board shall comprise eight members and the following members were elected: Ms. Heidi Hautala (Chairman), Mr. Hannes Manninen (Vice Chairman), Mr. Esko Ahonen, Mr. Mikael Forss, Mr. Timo Heinonen, Mr. Markus Mustajärvi, Ms. Jutta Urpilainen, and Ms. Anne-Mari Virolainen. Ms. Hautala, Mr. Forss, Mr. Mustajärvi, and Ms. Urpilainen were re-elected, and Mr. Manninen, Mr. Ahonen, Mr. Heinonen, and Ms. Virolainen were elected for the first time. Members are all Finnish Members of Parliament, with the exception of Mr. Mikael Forss, who is a Director at the Social Insurance Institution of Finland.
No changes were made to the remuneration paid to the Supervisory Board, which remains as follows:
- Chairman EUR 1,000 a month
- Vice Chairman EUR 600 a month
- members EUR 500 a month.
In addition, those participating at Supervisory Board meetings receive a payment of €200 per meeting.
In accordance with a proposal by the Board of Directors, Ernst & Young Oy, Authorized Public Accountants, were appointed as the company’s Auditor, with Authorized Public Accountant Anna-Maija Simola as Senior Auditor, until the end of the next AGM. Payment for their services shall be made in accordance with their invoice.
AGM's Nomination Committee
Following a proposal by the Prime Minister’s Office, representing the Finnish State, the AGM decided to establish a Nominations Committee to prepare proposals covering the members of the Board of Directors and their remuneration for consideration by the next AGM. The Nominations Committee will comprise the Chairman of the Board, as an expert member, together with representatives of the company’s three largest shareholders. The right to appoint the shareholder representatives on this Committee will lie with the three shareholders holding the largest number of votes associated with all the company’s shares on 3 November preceding the AGM. In the event that a shareholder does not wish to exercise his right to appoint a representative, this right shall pass to the next-largest shareholder. The company’s largest shareholders shall be determined on the basis of the information on holdings registered in the book-entry system, with the proviso that the holdings of a shareholder required under securities legislation to flag certain changes in his holdings, and with shares spread across a number of funds, for example, shall be combined if the shareholder informs the company of his wishes to this effect in writing by 31 October 2008. The Chairman of the Board of Directors will be responsible for convening the Committee, and the Committee’s members will appoint a Chairman from among themselves. The Nominations Committee will present their proposal to the Board of Directors by 2 February prior to the AGM at the latest.
AGM´s Nomination Committee consisted of Jarmo Väisänen, Senior Financial Counsellor, Prime Minister´s Office; Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company; and Risto Murto, Chief Investment Officer, Varma Mutual Pension Insurance Company. The Chairman of Neste Oil's Board of Directors Timo Peltola serves as the Committee's expert member.
The decisions at the AGM were taken either unanimously or by majority decisions that were not put to a vote, with the exception of the proposal by George Jauhiainen to abolish the Supervisory Board. This was rejected, with 6,41% of votes cast in favor of the proposal and 93,59% against.