Neste Corporation, Stock Exchange Release, 19 December 2025 at 12 noon (EET)
The Shareholders' Nomination Board, established through a decision of Neste
Corporation's Annual General Meeting (AGM), has forwarded to the Board of
Directors of the Company its proposals to the 2026 AGM.
Board Members
The Nomination Board proposes that Pasi Laine shall be re-elected as the Chair
of the Board of Directors and that John Abbott continues as the Vice Chair of
the Board. In addition, the current members of the Board, Nick Elmslie, Anna
Hyvönen, Just Jansz, Essimari Kairisto, Conrad Keijzer ja Sari Mannonen are
proposed to be re-elected for a further term of office.
The Nomination Board further proposes that the Board shall have nine members and
that Simo Sääskilahti shall be elected as a new Board member.
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
shareholders. A brief presentation of the proposed new member 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.
Should one or more of the candidates proposed by the Nomination Board not be
available for election to the Board of Directors for any reason, the proposed
number of Board members shall be decreased accordingly, and the Nomination Board
proposes that the remaining available candidates are elected in accordance with
the proposal by the Nomination Board.
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 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.
The proposal concerning the Board composition deviates from the recommendation
for balanced representation of women and men set out in the Corporate Governance
Code as only three out of nine members of the proposed Board are women. The
Nomination Board has mapped competence requirements for candidates based on the
Company's business and the Board work. Following a careful assessment, the
Nomination Board has concluded that the individual nominees and the proposed
Board of Directors as a whole have the best ability to respond to the
requirements stemming from the Company's business and strategic objectives. The
recruitment process has been based on competences identified in advance by the
Nomination Board, a comprehensive candidate search by an external expert as well
as several interviews of female and male candidates. Mapping of competences and
candidates takes place annually, and the Nomination Board seeks during coming
years to address the balance between the genders.
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. Through this proposal the program has been
concluded.
The proposal by the Nomination Board for remuneration to be paid to the Board
members for the next term is as follows (remuneration for 2025 in brackets):
Annual fees:
Board members are paid the following fixed annual fees for the term starting at
the end of the 2026 AGM and ending at the end of the 2027 AGM:
· Chair: EUR 195,000 (165,000),
· Vice Chair: EUR 98,000 (90,000),
· Chairs of the Committees EUR 98,000 (90,000) if the person does not
simultaneously act as Chair or Vice Chair; and
· Members: EUR 83,000 (75,000).
Meeting fees:
In addition to above mentioned fixed annual fees, the Board members will be paid
as follows for participation in Board or committee meetings:
· EUR 1,000 (1,000) for meetings, or
· EUR 2,000 (2,000) for meeting, if the member travels to the meeting outside
his/her 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
the member's home country. No meeting fee is paid for decisions that are
confirmed in writing without a meeting.
· 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. 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 Helsinki Stock Exchange following the publication of
the interim report for the period 1 January to 31 March 2026. 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.
The Shareholders' Nomination Board's composition and the decision making
The Shareholders' Nomination Board was established on 9 June 2025. It comprises,
in accordance with its Charter adopted by the AGM on 27 March 2024,
representatives of the three largest shareholders based on the situation on the
first weekday of June: Director General Maija Strandberg of the Ownership
Steering Department in the Prime Minister's Office of Finland, as the Chair, and
Senior Vice President, Investments Timo Sallinen of Varma Mutual Pension
Insurance Company and Chief Investment Officer Annika Ekman of Ilmarinen Mutual
Pension Insurance Company, as its members. Pasi Laine, the Chair of Neste's
Board of Directors, acts as an expert to the Nomination Board.
The Nomination Board made the above-mentioned proposals unanimously. These
proposals will be included in the notice convening the AGM which will be
announced later.
Neste Corporation
Hanna Maula
Senior Vice President, Communications, Sustainability and Public Affairs
Further information: The Chair of the Nomination Board, Director General Maija
Strandberg of the Ownership Steering Department in the Prime Minister's Office
of Finland tel. + 358 50 407 8423
Neste in brief
Neste (NESTE, Nasdaq Helsinki) creates solutions for mitigating climate change
and accelerating a shift to a circular economy. The company is the world's
leading producer of sustainable aviation fuel (SAF) and renewable diesel,
enabling its customers to reduce their greenhouse gas emissions. Neste refines
waste, residues and other renewable raw materials to high-quality renewable
fuels at its refineries located on three continents. The company's annual
renewable fuels production capacity will be increased to 6.8 million tons in
2027.
Neste has high standards for sustainability and the company has consistently
been recognized by several leading sustainability indices. In 2024, Neste's
revenue stood at EUR 20.6 billion. Read more: neste.com (http://www.neste.com)