Shareholders’ Nomination Board’s proposal for the composition of Neste Oil’s Board of Directors

Shareholders’ Nomination Board’s proposal for the composition of Neste Oil’s Board of Directors

The Shareholders’ Nomination Board, established by Neste Oil Corporation’s Annual General Meeting (AGM) on 4 April 2013, will propose to the AGM to be held on 1 April 2015 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 Ms. Laura Raitio, Mr. Jean-Baptiste Renard, Mr. Willem Schoeber, and Ms. Kirsi Sormunen should be re-elected for a further term of office. The Shareholders’ Nomination Board’s candidate to serve as a new Board member is Marco Wirén. He has a master’s degree in economics and business administration.
All those concerned have given their consent to serving on the Board and are considered independent of the company and its major shareholders.
Per-Arne Blomquist, current member of the Board of Directors, has announced that, due to his other tasks, he will no longer be available for re-election.

“On behalf of the Shareholders’ Nomination Board, I would like to thank Per-Arne for the valuable contribution that he has made to the work of Neste Oil’s Board of Directors,” says Eero Heliövaara, Chair of the Nomination Board and Director General of the Prime Minister’s Office’s Ownership Steering Department.

The Shareholders’ Nomination Board has also prepared a proposal for the remuneration to be paid to members of the Board of Directors for their following term of office. The proposed fees are:
Chair, EUR 84,000/year
Vice Chair, EUR 55,000/year
Member, EUR 42,000/year

However, should a Board member act as Chair of the Board’s Audit Committee, he or she will receive the same annual fee as the Board’s Vice Chair.
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 conducted an extensive survey of board fees in Finnish and international listed companies. The survey indicated that Neste Oil’s fees are clearly below the general level. The company adjusted its fees payable to the Board of Directors last time in 2008, after which the company has expanded, become international and built a whole new business area,” says Eero Heliövaara, Chair of the Nomination Board.

The Shareholders’ Nomination Board was appointed on 8 September 2014. 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 Prime Minister’s Office’s Ownership Steering Department (Chair); Timo Ritakallio, Deputy CEO of Ilmarinen Mutual Pension Insurance Company; Reima Rytsölä, Chief Investment Officer of Varma Mutual Pension Insurance Company; and Jorma Eloranta, the Chair of Neste Oil’s Board of Directors. The Nomination Board was assisted by executive search consulting agency EWK International.

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 Board members.

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Source: Neste Oil

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