The Shareholders' Nomination Board, established by
Board Members
The Nomination Board proposes that
Further, the Nomination Board proposes that the Board shall have ten members and that
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, with the exception of Director General Kimmo Viertola of the
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 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 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.
Board Remuneration
The Shareholders' Nomination Board concludes that the present remuneration proposal is part of a program for bringing Board remuneration to market level by 2026 as part of a long-term bringing of 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
Annual fees:
The Board members are paid the following fixed annual fees for the term starting at the end of the 2023 AGM and ending at the end of the 2024 AGM:
- Chair:
EUR 95,000 (78,100); -
Vice Chair:
EUR 60,000 (54,400); -
Chair of Audit Committee:
EUR 60,000 (54,400) if he or she does not simultaneously act as Chair or Vice Chair of the Board; and -
Member:
EUR 45,000 (37,900).
Committee fees:
In addition to the above-mentioned fixed annual fees, the following annual fees for committee work will be paid:
- other members of the Audit Committee than its Chair will, for such position, be paid
EUR 5,000 (3,000); -
the Chair of the
Personnel and Remuneration Committee will, for such position, be paidEUR 6,000 (5,000), and its members will, for such position, be paidEUR 2,500 (2,000); and -
the Chair of another committee established based on Board decision will, for such position, be paid
EUR 6,000 (5,000), and its members will, for such position, be paidEUR 2,500 (2,000).
Meeting fees:
In addition to the above-mentioned annual fees, the Board members will be paid as follows for participation in Board or committee meetings:
EUR 1,000 (800) for meetings held in the member's home country;EUR 2,000 (1,600) for meetings held in the same continent as the member's home country; andEUR 3,000 (2,400) 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
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 as of the first trading day of the
Composition of and Decision-Making by the Shareholders' Nomination Board
The Shareholders' Nomination Board was appointed on
The Nomination Board made the above-mentioned proposals unanimously. As the Chair of the Board of Directors,
The proposals by the Nomination Board will be included in the notice convening the 2023 AGM which will be announced later.
Susanna Sieppi
Vice President, Communications
Additional information: Chair of the Nomination Board, Senior Ministerial Adviser, Financial Affairs
Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates solutions for combating climate change and accelerating a shift to a circular economy. We refine waste, residues and innovative raw materials into renewable fuels and sustainable feedstock for plastics and other materials. We are the world's leading producer of sustainable aviation fuel and renewable diesel and developing chemical recycling to combat the plastic waste challenge. We aim at helping customers to reduce their greenhouse gas emissions with our renewable and circular solutions by at least 20 million tons annually by 2030. Our ambition is to make the Porvoo oil refinery in
https://news.cision.com/neste/r/proposals-of-the-shareholders--nomination-board-to-neste-s-annual-general-meeting,c3704347
https://mb.cision.com/Public/16699/3704347/86e6cd19f2705363.pdf
https://news.cision.com/neste/i/heikki-malinen,c3138094
https://news.cision.com/neste/i/kimmo-viertola,c3138095
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