Neste Oil's Nomination Board's proposal for the composition of the Board of Directors
The Nomination Board, established by Neste Oil Corporation’s Annual General Meeting (AGM) on 28 March 2012, will propose to the AGM to be held on 4 April 2013 that the company’s Board of Directors should comprise the following members:
Mr. Jorma Eloranta should be re-elected as Chair and Ms. Maija-Liisa Friman as Vice Chair of the Board. In addition, Board members Mr. Michiel Boersma, and Ms. Laura Raitio should be re-elected for a further term of office. The Nomination Board’s candidates for new Board members are Mr. Willem Schoeber Ph.D. (Tech.), Ms. Kirsi Sormunen M.Sc. (Econ.), and Mr. Per-Arne Blomquist B.Sc. (Econ.). All those concerned have given their consent to serving on the Board and are considered independent of the company and its major shareholders.
Regarding the current members of the Board, Mr. Hannu Ryöppönen has stated that he can no longer continue as a member because of his new duties elsewhere, Ms. Nina Linander has served for the agreed maximum time for a member, and Mr. Markku Tapio, as an employee of the Prime Minister’s Office’s Ownership Steering Department, can no longer serve on the board of a listed company under the latest principles covering board memberships.
“On behalf of the Nomination Board, I would like to thank the members who will step down at the AGM for the valuable contribution that they have made to the work of Neste Oil’s Board of Directors,” says Jarmo Väisänen, Chair of the Nomination Board.
The Nomination Board considers that the current number of members of Neste Oil’s Board of Directors (seven) remains appropriate.
The Nomination Board will also propose that the remuneration paid to the Board of Directors for its 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
Meeting fee, EUR 600/meeting
The meeting fee also applies to Board committee meetings. The fee will be double for members living outside Finland. In addition, Board members’ traveling costs will be reimbursed in accordance with the company’s travel policy.
The Shareholders’ Nomination Board was appointed in November 2012. In accordance with a decision made by the Annual General Meeting, the Nomination Board consisted of representatives of the company’s three largest shareholders as of 1 November 2012: Senior Financial Counselor Jarmo Väisänen of the Ownership Steering Department at the Prime Minister’s Office; Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company; and Mikko Koivusalo, Director, Investments, Varma Mutual Pension Insurance Company. The Chair of Neste Oil’s Board of Directors, Jorma Eloranta, served as the Nomination Board’s expert member. The Nomination Board was assisted by Executive Search Consultancy EWK International.
Career and other relevant information on all those proposed for Board service can be found at www.nesteoil.com. Information on the proposed new members of the Board – Mr. Schoeber, Ms. Sormunen, and Mr. Blomquist – is attached.
Source: Neste Oil Corporation
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