Proposals by the Board of Directors
Use of the profit shown in the Balance Sheet and deciding the payment of a dividend
The Board of Directors proposes to the AGM that a dividend of EUR 1.30 per share should be paid on the basis of the approved balance sheet for 2016. The dividend will be paid to shareholders who are included in the list of shareholders maintained by Euroclear Finland Ltd. on the record date set for payment of the dividend, which shall be Friday, 7 April 2017. The Board proposes to the AGM that payment shall be made on 18 April 2017.
Deciding the remuneration of the Auditor
On the recommendation of the Audit Committee, the Board proposes to the AGM that the Auditor's fee shall be paid as invoiced and approved by the Company.
Selection of the Auditor
The Board proposes, on the recommendation of the Audit Committee, that the AGM should select PricewaterhouseCoopers Oy, Authorized Public Accountants, as the Company's Auditor. PricewaterhouseCoopers Oy has announced that it will appoint Mr. Markku Katajisto, Authorized Public Accountant, as the principally responsible auditor for Neste Corporation. The Auditor's term of office shall end at the conclusion of the next AGM.
Espoo, 6 February 2017
Board of Directors
Proposals by the Shareholders' Nomination Board
The Shareholders' Nomination Board, established by Neste Corporation's Annual General Meeting (AGM) on 4 April 2013, will propose to the AGM to be held on 5 April 2017 that the company's Board of Directors should comprise the following members:
Mr. Jorma Eloranta should be re-elected as Chair, and Board members Ms. Laura Raitio, Mr. Jean-Baptiste Renard, Mr. Willem Schoeber and Mr. Marco Wirén should be re-elected for a further term of office.
The Shareholders' Nomination Board further proposes that the Board should have eight members and that Ms. Martina Flöel (PhD, Chemistry), Ms. Heike van de Kerkhof (BSc, Mechanical Engineering, and MBA) and Mr. Matti Kähkönen (M.Sc. Eng) should be elected as new members. The Nomination Board further proposes that Mr. Kähkönen should be elected as the Vice Chair of the Board. Brief presentations of the proposed new members are attached to this release.
All of those concerned have given their consent to serving on the Board and are considered to be independent of the company and its major shareholders.
Current Neste Board members Maija-Liisa Friman and Kirsi Sormunen will end their service on Neste's Board at the end of Annual General Meeting in April.
The Shareholders' Nomination Board will also propose that the remuneration paid to the Board of Directors for their following term of office should remain unchanged and be 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 2 September 2016. 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: Eero Heliövaara, Director General of the Ownership Steering Department of the Prime Minister's Office; Timo Ritakallio, President and CEO of Ilmarinen Mutual Pension Insurance Company; Liisa Hyssälä, Director General of Kela, and Jorma Eloranta, the Chair of Neste's Board of Directors. Due to the retirement of Hyssälä, the new Director General of Kela, Elli Aaltonen, succeeded her as a member of the Neste's Shareholders' Nomination Board on 1 January 2017.
The Nomination Board was unanimous in all its proposals. As Chair of the Board of Directors, Jorma Eloranta did not take part in the decision-making on the Nomination Board's proposal related to the Chair of the Board and the remuneration payable to the Chair.
Career and other relevant information on all those proposed for Board service can be found in pdf document at this page's upper right corner.
Espoo, 27 January 2017
Shareholders' Nomination Board