Board of Directors

In accordance with Neste Oil’s Articles of Association, the Board of Directors has between five and eight members, which are elected at the AGM for a period of office that extends to the following AGM. Anyone over 68 years of age cannot be elected to the Board.

Activities

The Board shall meet as frequently as necessary, with approximately six to eight regular meetings annually, all scheduled in advance. In addition, extraordinary meetings, if requested by a Board member or the President & CEO, shall be convened by the Chairman, or, if the Chairman is prevented from attending, by the Vice Chairman, or if deemed necessary by the Chairman. The Board constitutes a quorum if more than half of its members are present. The Board is responsible for preparing an operating plan for itself for its period of office between Annual General Meetings, to include a timetable of meetings and the most important matters to be addressed at each meeting. The Board evaluates its performance annually to determine whether it is functioning effectively after the end of each financial year.

Duties

The Board’s responsibilities and duties are defined in detail in the Board’s Charter and cover the following main areas:

• being responsible for the administration and appropriate organization of the operations of the Neste Oil Group in compliance with relevant legislation and regulations, the Company’s Articles of Association, and instructions provided by the Annual General Meeting
• being responsible for the strategic development of Neste Oil and for supervising and steering its business
• deciding on Neste Oil’s key operating principles
• confirming the annual business plan
• approving the annual financial statements and interim reports
• deciding on major investments and divestments
• confirming Neste Oil’s values and most important policies and overseeing their implementation
• appointing the President & CEO and his or her immediate subordinates and deciding on their remuneration
• confirming the Neste Executive Board’s and Neste Oil’s organizational and operational structure at senior management level, and
• determining the Company’s dividend policy to be followed when making a proposal regarding dividends to the AGM.

A member of the Board of Directors may not take part in matters regarding (i) agreements between such member and any entity within the Neste Oil Group, (ii) agreements between any entity within the Neste Oil Group and third parties where such member has a material interest in the matter which may conflict with the interest of Neste Oil or any other entity within the Neste Oil Group, and (iii) agreements between any entity within the Neste Oil Group and a legal entity which such member may represent, either individually or together with any other person; provided, however, that this point (iii) does not apply where the party contracting with Neste Oil is a company within the Neste Oil Group. The term ‘agreement’ as used here includes litigation or other legal proceedings arising from or relating to such agreements.

The shareholdings of members and the remuneration paid to them are detailed in a table in the Remuneration and shareholdings section of the Annual Report.