Stock Exchange Release
27 January 2017 at 9.00 am. (EET)
Shareholders' Nomination Board's proposal for the composition of Neste's Board of Directors
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.
"The Nomination Board has evaluated that in line with the Company's key strategic goals, the Neste Board needs members who are experienced in leading and developing international businesses, and who have been accountable for their profits. We believe that our proposal answers to this need. Also, this proposal reflects the ideal of renewing the board from time to time, regardless of the current board's success," says Eero Heliövaara, Chair of the Nomination Board.
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.
"For many years, Maija-Liisa and Kirsi have had a positive impact on what Neste has become today. During her tenure in the Board, Maija-Liisa has been a member, either in the Board's Personnel and Remuneration Committee or the Audit Committee. She has also been the Vice Chair all through my time as Chair of the Board since 2012. Kirsi has been a member of the Audit Committee throughout her service as a Board member. Their devotion to the work in the Board and its Committees has been strong and highly valued. I would like to thank Maija-Liisa and Kirsi warmly for the work they have done for Neste," says Neste's Chair of the Board and a member of the Nomination Board, Mr. Jorma Eloranta.
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 at www.neste.com
Director, Corporate Communications
Further information: Eero Heliövaara, Chair of the Nomination Board, tel. +358 50 368 7016
Neste in brief
Neste (NESTE, Nasdaq Helsinki) builds sustainable options for the needs of transport, businesses and consumers. Our global range of products and services allows customers to lower their carbon footprint by combining high-quality and low-emission renewable products and oil products to tailor-made service solutions. We are the world's largest producer of renewable diesel refined from waste and residues, and we are also bringing renewable solutions to the aviation and plastics industries. We want to be a reliable partner whose expertise, research and sustainable practices are widely appreciated. In 2015, Neste's net sales stood at EUR 11 billion, and we were on the Global 100 list of the 100 most sustainable companies in the world. Read more: www.neste.com/en