Neste Oil Corporation's Annual General Meeting (AGM) was held on Thursday, 4 April 2013, beginning at 11.00 am EET, at Finlandia Hall at Mannerheimintie 13 e, 00100 Helsinki.
Decisions taken by Neste Oil's Annual General Meeting
Neste Oil Corporation's Annual General Meeting (AGM) was held today at the Finlandia Hall and adopted the company's financial statements and consolidated financial statements for 2012 and discharged the Board of Directors and the President & CEO from liability for 2012.
Dividend of EUR 0.38 per share
The AGM also approved the Board of Directors' proposal regarding the distribution of the company's profit for 2012, authorizing payment of a dividend of EUR 0.38 per share. This will be paid to all shareholders included in the register of shareholders maintained by the Euroclear Finland on the record date set for payment of the dividend, which shall be 9 April 2013. Payment will be made on 16 April 2013.
Composition and remuneration of the Board of Directors
In accordance with the proposal made by the AGM Nomination Board, the AGM confirmed the membership of the Board of Directors at seven members, and the following were re-elected to serve until the end of the next AGM: Mr Jorma Eloranta, Ms Maija-Liisa Friman, Mr Michiel Boersma, and Ms Laura Raitio. Mr Per-Arne Blomquist, Mr Willem Schoeber, and Ms Kirsi Sormunen were elected as new Board members. Mr Eloranta was re-elected as Chair and Ms Friman as Vice Chair. Board member introductions can be found at company's web site.
The AGM decided to keep the remuneration to the Board unchanged as follows:
- Chair EUR 66,000 a year
- Vice Chair 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 travelling 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.
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 approved by the Company.
Shareholders' Nomination Board
Following the proposal by the Board of Directors, the AGM decided to establish a permanent Shareholders' Nomination Board to be responsible for drafting and presenting proposals covering the remuneration and number of members of the Company's Board of Directors and for presenting candidates as potential Board members to the AGM and to an Extraordinary General Meeting of Shareholders where needed. The Nomination Board shall also be responsible for identifying successors for existing Board members.
The Nomination Board shall consist of four (4) members, three of which shall be appointed by the Company's three largest shareholders, who shall appoint one member each. The Chair of the Company's Board of Directors shall serve as the fourth member.
The Company's largest shareholders entitled to elect members to the Nomination Board shall be determined annually on the basis of the registered holdings in the Company's list of shareholders held by Euroclear Finland Ltd. as of the first weekday in September in the year concerned. The Chair of the Company's Board of Directors shall request each of the three largest shareholders established on this basis to nominate one member to the Nomination Board. In the event that a shareholder does not wish to exercise his or her right to appoint a representative, it shall pass to the next-largest shareholder who would not otherwise be entitled to appoint a member.
The Chair of the Board of Directors shall convene the first meeting of the Nomination Board, which will be responsible for electing a Chair from among its members; the Nomination Board's Chair shall be responsible for convening subsequent meetings. When the Nomination Board has been selected, the Company will issue a release to this effect.
The Nomination Board shall serve until further notice, unless the AGM decides otherwise. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.
The Nomination Board shall forward its proposals for the AGM to the Company's Board of Directors annually by 31 January, prior to the holding of the AGM. Proposals intended for a possible Extraordinary General Meeting shall be forwarded to the Company's Board of Directors in time for them to be included in the invitation to the meeting sent out to shareholders.
The minutes of the Annual General Meeting shall be available for review in two weeks from the Annual General Meeting at the company's headquarters.