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GovernanceStrategy Sustainability Review by the Board of Directors Financials
Board of Directors
In accordance with Neste’s Articles of Association,
the Board of Directors has between five and ten
members, who are elected at the AGM for a period of
office that extends to the following AGM.
Diversity of the Board of Directors
In planning the composition of a skilled, competent,
experienced, and effective Board of Directors from the
viewpoint of diversity, the Shareholders’ Nomination
Board also follows the following diversity principles
defined by the Company. A cooperative and func-
tional Board of Directors requires diversity for it to be
able to respond to the requirements set out in Neste’s
business and strategic objectives and to support and
challenge the company’s operational management in
a proactive and constructive manner.
Significant factors concerning the composition of the
Board of Directors include a variety of competences
that complement the other members of the Board,
education and experience in different professional and
industrial fields and in business operations and man-
agement existing in different development phases,
as well as the personal qualities of each member, all
of which add diversity to the Board of Directors. The
diversity of the Board of Directors is also supported
by experience in industrial fields and markets that are
strategically significant for Neste, experience and abil-
ities in technologies and the international operating
environment, and a diverse age and gender distribu-
tion so that both genders are always adequately rep-
resented in the Board of Directors. In considering the
composition of the Board of Directors, it is import-
ant to pay attention to Neste’s current and evolving
needs, and to ensure that the Board of Directors, as a
whole, enables the current and future business devel-
opment of Neste, which diversity also supports.
Neste’s Board of Directors was composed of nine
members between the 2021 AGM and 21 July 2021,
when Sonat Burman-Olsson announced her resigna-
tion from the Board due to her election as a member
of the Board of Directors of the Brazilian energy com-
pany Raizen S.A. After that the Board was composed
of eight members, all of whom hold a university-level
degree, and one of whom has a doctorate. These
degrees are from different fields, with technical fields
being in the majority. Each member of the Board of
Directors has international work experience in differ-
ent types of positions, and has worked or is work-
ing in the Board of Directors or management of listed
or unlisted companies. Three members have worked
in managerial positions at major international petro-
chemical companies. The Board of Directors is also
diverse in terms of cultural backgrounds: its mem-
bers come from five different countries and speak five
different native languages. Women comprise 25% of
all members of the Board of Directors. With regard
to age, the members of the Board of Directors are
divided evenly between 50 and 65 years of age. The
duration of the terms of office of the Board members
is divided as follows: four members have been on the
Board of Directors for more than four years, while four
members have been on the Board of Directors for
less than four years.
Activities of the Board of Directors
The Board shall have at least eight regular meetings
annually, all scheduled in advance, with extraordinary
meetings when necessary. Extraordinary meetings, if
requested by a Board Member or the President and
CEO, shall be convened by the Chair, or, if the Chair
is prevented from attending, by the Vice Chair, or if
deemed necessary by the Chair. The Board consti-
tutes 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 func-
tioning effectively after the end of each financial year.
Duties of the Board of Directors
The Board’s responsibilities and duties are defined in
detail in the Charter approved by the Board. A mem-
ber of the Board of Directors may not take part in
decision-making in matters regarding (i) agreements
between such member and any entity within the Neste
Group, (ii) agreements between any entity within the
Neste Group and third parties where such mem-
ber has a material interest in the matter which may
conflict with the interest of Neste or any other entity
within the Neste Group, and (iii) agreements between
any entity within the Neste Group and a legal entity
which such member may represent, either individu-
ally or together with any other person; provided how-
ever, that this point (iii) does not apply where the party
contracting with Neste is a company within the Neste
Group. The term ’agreement’ as used here includes
litigation or other legal proceedings arising from or
relating to such agreements.
2021
The 2021 AGM confirmed the membership of the
Board of Directors at nine members, and the fol-
lowing were re-elected to serve until the end of the
next AGM: Ms. Sonat Burman-Olsson, Mr. Nick
Elmslie, Ms. Martina Flöel, Mr. Matti Kähkönen,
Mr. Jean-Baptiste Renard, Mr. Jari Rosendal, Ms.
Neste Annual Report 2021 | Corporate Governance Statement 2021
Johanna Söderström and Mr. Marco Wirén. Mr.
John Abbott was elected as a new member. Mr.
Matti Kähkönen was re-elected as Chair and Mr.
Marco Wirén was re-elected as Vice Chair. On 21
July 2021, Ms. Sonat Burman-Olsson announced
her resignation from the Board due to her elec-
tion as a member of the Board of Directors of the
Brazilian energy company Raizen S.A.
The Board convened 13 times in 2021. The
attendance rate at the meetings was 98.1%.
The Board focused in 2021 on the Company’s
long-term strategy by means of e.g. the con-
tinued scale-up of the Company’s renewables
businesses as well as the expansion of the
Company’s renewables feedstock platform and
production capabilities, including the on-going
Singapore expansion project and the project for
a possible next worldscale renewables refinery
in Rotterdam. In addition to the above and mat-
ters set out in the Board Charter, the Board also
supervised strategy execution as well as evalu-
ated the changes in the long-term operational
environment and their impact on the Company’s
business operations from e.g. a sustainability per-
spective. Leadership matters, including changes
in senior management announced during 2021,
and talent management were also dealt with by
the Board. The Board continuously monitored
the Company’s safety, financial and operational
performance as well as risk management. M&A
and investment projects were also on the Board
agenda during 2021. The Board work has during
the year assessed itself with a particular focus on
the competences of the Board members.