The deadline for delivering counterproposals pursuant to Temporary Act will expire at 4.00 pm EET on 17 February 2022. The company did not receive any counterproposals to be considered at the AGM.
Proposals of the Shareholders’ Nomination Board to Neste’s Annual General Meeting
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.
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.
“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):
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).
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.
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.
Relevant information on all those proposed for Board service can be found at www.neste.com.
Shareholders’ Nomination Board
Proposals of the Board of Directors to Neste’s Annual General Meeting
Use of the profit shown in the Balance Sheet and deciding on the payment of dividend
The Board of Directors proposes to the AGM that a dividend of EUR 0.82 per share be paid on the basis of the approved balance sheet for the year 2021. The dividend shall be paid in two instalments.
The first instalment of dividend, EUR 0.41 per share, will be paid to a shareholder registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date for the first dividend instalment, which shall be Friday, 1 April 2022. The Board proposes to the AGM that the first dividend instalment would be paid on Friday, 8 April 2022.
The second instalment of dividend, EUR 0.41 per share, will be paid to a shareholder registered in the shareholders' register of the Company maintained by Euroclear Finland Ltd on the record date for the second dividend instalment, which shall be Friday, 30 September 2022. The Board proposes to the AGM that the second dividend instalment would be paid on Friday, 7 October 2022.
The Board of Directors is authorized to set a new dividend record date and payment date for the second instalment of the dividend, in case the rules and regulations on the Finnish book-entry system would be changed, or otherwise so require.
The Board of Directors proposes that the Remuneration Report for the Company’s governing bodies for 2021 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
The Remuneration Report is available on the Company’s website www.neste.com/agm on 9 March 2022 at the latest.
Deciding the remuneration of the Auditor
The Board proposes, on the recommendation of the Audit Committee, to the AGM that the Auditor's fee shall be paid as invoiced and approved by the Company.
Election of the Auditor
The Board proposes, on the recommendation of the Audit Committee, that the AGM would re-elect KPMG Oy Ab, Authorized Public Accountants, as the Company's Auditor. KPMG Oy Ab has announced that it will appoint Mrs. Leenakaisa Winberg, Authorized Public Accountant, as the principally responsible auditor. The Auditor's term of office shall end at the closure of the next AGM.
Authorizing the Board of Directors to decide the buyback of Company shares
The Board proposes that the AGM should authorize the Board to purchase Company shares ('Buyback authorization') under the following terms:
Under this Buyback authorization, the Board shall be authorized to decide the purchase of and/or take as security a maximum of 23,000,000 Company shares using the Company's unrestricted equity. The number of shares shall be equivalent to approximately 2.99% of the Company's total shares.
Shares may be purchased in one or more lots. The purchase price shall be at least the lowest price paid for Company shares in regulated trading at the time of purchase and no more than the highest price paid for Company shares in regulated trading at the time of purchase. In connection with the buyback of Company shares, derivative, share lending, or other agreements that are normal within the framework of capital markets may take place in accordance with legislative and regulatory requirements and at a price determined by the market. The authorization shall allow the Board to decide to purchase shares otherwise than in proportion to shareholders' current holdings (directed buyback).
Shares so purchased can be used as consideration in possible acquisitions or in other arrangements that are part of the Company's business, to finance investments, as part of the Company's incentive program, or be retained, conveyed, or cancelled by the Company.
The Board of Directors shall decide the other terms related to the buyback of Company shares. The Buyback authorization shall remain in force for eighteen (18) months from the decision taken by the AGM. The authorization is proposed to revoke the buyback authorization granted to the Board of Directors by the AGM on 30 March 2021.
Board of Directors