Corporate Governance Statement 2011

Regulatory framework

Neste Oil observes good corporate governance practices in accordance with the laws and regulations applicable to Finnish listed companies, the Company’s own Articles of Association, and the Finnish 2010 Corporate Governance Code. The Corporate Governance Code can be found at www.cgfinland.fi. Neste Oil also complies with the rules of NASDAQ OMX Helsinki Ltd, where it is listed, and the rules and regulations of the Finnish Financial Supervisory Authority.

Neste Oil’s Audit Committee has reviewed the Corporate Governance Statement, and the Company’s Auditor, Ernst & Young Oy, has monitored that it has been issued and that the description of the main features of the internal control and risk management related to the financial reporting process included in the statement matches the Financial Statements.

Neste Oil issues consolidated financial statements and interim reports in accordance with the International Financial Reporting Standards (IFRS), as adopted by the EU, the Securities Markets Act, as well as the appropriate Financial Supervisory Authority standards, and NASDAQ OMX Helsinki Ltd.’s rules. The Review by the Board of Directors and the Parent Company’s Financial Statements are prepared in accordance with the Finnish Accounting Act and the opinions and guidelines of the Finnish Accounting Board.

Governance bodies

The control and management of Neste Oil is split between the Annual General Meeting of Shareholders (AGM), the Board of Directors, and the President & Chief Executive Officer. Ultimate decision-making authority lies with shareholders at the AGM. The latter appoints the members of the Board of Directors and the Company Auditor. The Board of Directors is responsible for Neste Oil’s strategy and overseeing and monitoring the Company’s business. The President & CEO, assisted by the Neste Executive Board (NEB), is responsible for managing the Company’s business and implementing its strategic and operational targets.

Up until 5 May 2011, the Company’s governance bodies included a Supervisory Board appointed by the AGM. This was responsible for overseeing the Company’s administration by the Board of Directors and the President & CEO. The AGM decided to abolish the Supervisory Board on 14 April 2011 when all the members of the Supervisory Board were re-elected to serve until 5 May 2011, when the amendment to the Articles of Association abolishing the body was registered with the authorities.

Neste Oil's headquarters are located in Espoo, Finland.