Decisions taken by Neste Oil´s Annual General Meeting
Neste Oil Corporation’s Annual General Meeting (AGM) was held on 14 April 2011 at the Helsinki Fair Centre and adopted the company’s financial statements and consolidated financial statements for 2010 and discharged the Supervisory Board, Board of Directors, and management from liability for 2010.
Dividend of EUR 0.35 per share
The AGM also approved the Board of Directors’ proposal regarding the distribution of the company’s profit for 2010, sanctioning payment of a dividend of EUR 0.35 per share. This will be paid to all shareholders included in the register of shareholders maintained by the Euroclear Finland on the record date set for payment of the dividend, which shall be 19 April 2011. Payment will be made on Thursday, 28 April 2011.
Composition and remuneration of the Board of Directors
In accordance with the proposal made by the AGM Nomination Committee, the AGM confirmed the membership of the Board of Directors at eight members, and the following were re-elected to serve until the end of the next AGM: Mr Timo Peltola, Mr Michiel Boersma, Ms Maija-Liisa Friman, Ms Nina Linander, Mr Hannu Ryöppönen and Mr Markku Tapio. Mr Jorma Eloranta and Ms Laura Raitio were elected as new members. Mr Eloranta was also elected as Vice Chairman. Mr Timo Peltola will continue as Chairman. Board member introductions can be found at company’s web site.
The AGM decided to keep the remuneration to the Board unchanged as follows:
- Chairman EUR 66,000 a year
- Vice Chairman EUR 49,200 a year
- members EUR 35,400 a year.
In addition, those participating at Board meetings and meetings convened by the Board’s committees will receive a payment of EUR 600 per meeting, together with their travelling costs, in accordance with the company’s travel policy. A payment of double this, EUR 1,200 per meeting, will be made to Board members living outside Finland.
Abolition of the Supervisory Board
In accordance with a proposal by the State of Finland and the Finnish Shareholders Association, the Supervisory Board was abolished. The AGM decided that the Company's Articles of Association will be amended to reflect this, removing Section 4 and Items 3, 8, and 10 of Subsection 2 of Section 12 in their entirety and removing or amending those parts of Items 6 and 7 and Section 6 relating or referring to the Supervisory Board, and renumbering the Articles of Association accordingly.
All members of the Supervisory Board were re-elected for a short term of office ending when the appropriate amendments to the company’s Articles of Association have been registered, which took place then on 5 May 2011. No remuneration will be paid to the Chairman, Vice Chairman, or other members of the Supervisory Board for this short period between the Annual General Meeting and the registration of the relevant amendments to the company’s Articles of Association.
In accordance with a proposal by the Board of Directors, Ernst & Young Oy, Authorized Public Accountants, were appointed as the company’s Auditor, with Authorized Public Accountant Anna-Maija Simola as Senior Auditor, until the end of the next AGM. Payment for their services shall be made in accordance with their invoice.
AGM's Nomination Board
Following a proposal by the Prime Minister’s Office, representing the Finnish State, the AGM decided to establish an AGM Nomination Board to prepare proposals covering the members of the Board of Directors and their remuneration for consideration by the next AGM. The Nomination Board comprises representatives of the Company’s three largest shareholders and shall also include, as an expert member, the Chairman of the Board. The right to appoint the shareholder representatives on this Nomination Board will lie with the three shareholders holding the largest number of votes associated with all the company’s shares on 1 November preceding the AGM. In the event that a shareholder does not wish to exercise his right to appoint a representative, this right shall pass to the next-largest shareholder. The company’s largest shareholders shall be determined on the basis of the information on holdings registered in the book-entry system, with the proviso that the holdings of a shareholder required under securities legislation to flag certain changes in his holdings, and with shares spread across a number of funds, for example, shall be combined if the shareholder informs the company of his wishes to this effect in writing by 28 October 2011. The Chairman of the Board of Directors will be responsible for convening the Nomination Board, and the Nomination Board’s members will appoint a Chairman from among themselves. The Nomination Board will present their proposal to the Board of Directors by 1 February prior to the AGM at the latest.