State of Finland votes against Neste’s remuneration report

The State has voted in advance using the rights conferred by the shares it holds in Neste Corporation at the company’s General Meeting to be held on 25 March 2025.

The State voted in favour of the Board of Directors’ proposals to the General Meeting, with the exception of item 10, the remuneration report, which the State opposed. Under the Limited Liability Companies Act, the General Meeting’s decision on this matter is advisory in nature.

“In the State’s view, the remuneration package proposed for the President and CEO of the company is such that it cannot be considered reasonable as a whole. The terms of remuneration differ significantly from the State’s position in key areas. The State’s position has been known to the Board of Directors,” says Maija Strandberg, Director General of the Ownership Steering Department at the Prime Minister’s Office.

According to good corporate governance, remuneration should be decided by the Board of Directors of the company. The State’s views on remuneration policy are openly described in the Government Resolution on Ownership Policy. In the case of listed companies, the State expects its policies to be weighted in relation to ownership. The State also requires that the remuneration of senior management be reasonable and transparent. Performance-based remuneration must be target-oriented, and the State emphasises the importance of having transparent criteria for variable remuneration as part of remuneration reporting.

The State expects Neste’s Board of Directors to describe the company’s remuneration policy and the key criteria for variable remuneration and to justify the criteria used in the remuneration of the President and CEO at the General Meeting on 25 March 2025. With regard to the criteria, the State expects the levels of performance-based remuneration to be set so that the interests of the owners and the company’s management are consistent with regard to the development of the company’s value. 

The State of Finland owns 44.2 per cent of Neste’s shares. The State’s ownership of the company is strategic in nature.

Inquiries: Maija Strandberg, Director General, Ownership Steering Department, Prime Minister’s Office, +358 50 407 8423. 

Email addresses of the Government are in the format [email protected].