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9/9/2024

Board of Directors

The Annual General Meeting (AGM) elects the Chair, Vice Chair and other members of the Board of Directors. In accordance with the Articles of Association, the Board comprises 4–8 members.

On March 20, 2024 the AGM re-elected Tina Sejersgård Fanø, Werner Fuhrmann, Matti Kähkönen, Timo Lappalainen, Fernanda Lopes Larsen, Annika Paasikivi, Kristian Pullola and Mikael Staffas to the Board of Directors. Matti Kähkönen was elected as the Chair of the Board and Annika Paasikivi was elected as the Vice Chair. Fernanda Lopes Larsen announced on June 14, 2024 her resignation from the Board of Directors of Kemira as of July 31, 2024.

The Board has assessed that all of its members are independent of the company. All of the members of the Board are also independent of the company’s significant shareholders except for the Vice Chair Annika Paasikivi. Annika Paasikivi is the President & CEO of Oras Invest Oy and Oras Invest Oy owns over 10% of Kemira Oyj’s shares.

Matti Kähkönen

Matti Kähkönen

Chair of the Board
b. 1956, M.Sc. (Eng)
Member of the Kemira Oyj Board of Directors since 2021 (Vice Chair of the Board 2021-2022)

Positions of trust

  • Neste Oyj, Member of the Board 2017–2018, Chair of the Board since 2018
  • Neste Oyj, Chair of Personnel and Remuneration Committee since 2018

Past positions of trust

  • The Finnish Fair Corporation, Chair of the Board 2021-2023
  • Ilmarinen Mutual Pension Insurance Company, Member of the Supervisory Board 2012–2017, Chair of the Supervisory Board 2017–2021
  • Research Institute of the Finnish Economy (EVA/ETLA), Member of the Board 2017–2019
  • TT Fund of the Confederation of Finnish Industries, Chair of the Board 2017–2019

Career history

  • Metso Corporation, Senior Advisor 2017–2019
  • Metso Corporation, President and CEO 2011–2017
  • Metso Corporation, Executive Vice President and Deputy to the CEO 2010–2011
  • Metso Corporation, President, Mining and Construction Technology 2008–2011
  • Metso Minerals, President 2006–2008
  • Metso Automation, President 2001–2006
  • Metso Automation, President, Field Systems 1999–2001

Annika Paasikivi

Annika Paasikivi

Vice Chair of the Board
b. 1975, B.A., M.Sc. (Global Politics)
Oras Invest Oy, President & CEO since 2018
Finow Oy, CEO since 2007
Member of the Kemira Oyj Board of Directors since 2022

Positions of trust

  • Valmet Oyj, Member of the Board since 2024
  • Georg Fischer, Member of the Board since 2024

Past positions of trust

  • Varova Oy, Member of the Board 2016-2024
  • Uponor Oyj, Member of the Board 2014-2018, Chair of the Board 2018 – 2023
  • Oras Oy, Member of the Board 2012-2014, Deputy Chair of the Board 2014-2022
  • Directors’ Institute Finland, Member of the Board 2016-2019

Career history

  • Oras Invest Oy, Chief Operating Officer, 2011-2018
  • Friitala Fashion Oy, Chief Operating Officer, 2009-2010
  • Varova Oy, various positions, 2003-2005

Tina Sejersgård Fanø

Tina Sejersgård Fanø

Born 1969, M. Sc. (Eng)
Novonesis, Executive Vice President, Planetary Health Biosolutions since 2024
Member of the Kemira Oyj Board of Directors since 2022

Positions of trust

  • DLF Seeds & Science A/S, Member of the Board since 2016

Past positions of trust

  • Innovationsfonden, Chair of the Board 2019-2022
  • EuropaBio, Member of the Board 2015-2019
  • DTU, Member of the Advisory Board 2015-2018
  • PPS A/S, Member of the Board 2011-2017

Career history

  • Novozymes A/S, EVP, Agriculture and Industrial Biosolutions 2020-2024
  • Novozymes A/S, EVP, Agriculture & Bioenergy 2016-2020
  • Novozymes A/S, VP, Business Operations, EMEA 2013-2016
  • Novozymes A/S, number of positions in applied research, marketing and business development 1993-2013

Werner Fuhrmann

Werner Fuhrmann

b. 1953, M.Sc. (Econ.)
Member of the Kemira Oyj Board of Directors since 2020

Positions of trust

  • Evonik Industries AG, Member of the Supervisory Board since 2021
  • Oraxys, Strategic Partner since 2019
  • Ten Brinke Group, Member of the Board since 2017

Past positions of trust

  • European Chemicals Association (Cefic), Member of the Board 2013–2017
  • American Chemicals Council, Member of the Board 2013–2017
  • Dutch Chemicals Association (VNCI), Chair of the Board 2010–2015

Career history

  • AkzoNobel NV, Member of the Executive Committee 2011–2018
  • AkzoNobel NV, Managing Director, Industrial Chemicals 2005–2010
  • AkzoNobel NV, General Manager, Chelates and Sulphur Products 2000–2004
  • AkzoNobel NV, Group Controller, Specialty Chemicals 1993–1999
  • AkzoNobel NV, Finance and Audit 1979–1992

Timo Lappalainen

Timo Lappalainen

b. 1962, M.Sc. (Eng)
Member of the Kemira Oyj Board of Directors since 2014

Positions of trust

  • Professor of Practise (Pharmaceutical Industry), University of Turku, since 2024
  • The Finnish Fair Foundation, Board of Directors, Member of the Board since 2023
  • Finnish Foundation for Cardiovascular Research, Member of the Board since 2010

Past positions of trust

  • Chemical Industry Federation of Finland, Member of the Board 2008–2022 (Vice Chairman of the Board 2013–2014 and 2017–2018, and Chairman of the Board 2015–2016)
  • The Research Institute of the Finnish Economy ETLA, Member of the Board 2017–2022
  • The Finnish Business and Policy Forum EVA, Member of the Board 2017–2022
  • The Helsinki Region Chamber of Commerce, Member of the Council 2008–2022
  • The Finnish Fair Corporation, Member of the Supervisory Board 2009–2020, Vice Chairman of the Supervisory Board 2020–2021
  • Confederation of Finnish Industries, Member of the Board 2015–2016
  • ICC Finland, Member of the Board 2014
  • Vaisala Oyj, Member of the Board 2011–2014

Career history

  • Orion Corporation, President and CEO 2008–2022
  • Orion Corporation, Senior Vice President, Proprietary Products and Animal Health 2005–2007
  • Orion Corporation, Orion Pharma, Executive Vice President 2003–2005
  • Orion Corporation, Orion Pharma, Senior Vice President, Business Development, Human Pharmaceuticals 1999–2003
  • Leiras Oy, Vice President, International Sales and Business Development 1994–1999
  • Finvest Ltd., Vice President, Business Development and General Manager of Finvest’s German subsidiary 1989–1993
  • Arthur Andersen & Co. (Chicago, USA), Consultant 1987–1988

Kristian Pullola

Kristian Pullola

b. 1973, M.Sc. (Econ.)
Finnair Oyj, Chief Financial Officer since 2022
Member of the Kemira Oyj Board of Directors since 2021

Positions of trust

  • FinanceKey Oy, Chair of the Board since 2022
  • Eduhouse Oy, Chair of the Board since 2021
  • Terveystalo Plc, Member of the Board and Chair of the Audit Committee since 2021

Past positions of trust

  • Antilooppi Real Estate Investment Company, Member of the Board 2020-2021, Chair of the Board 2021-2023
  • Ilmarinen Mutual Pension Insurance Company, Member of the Board 2010-2021

Career history

  • Nokia Corporation, Executive Vice President and CFO 2017–2020
  • Nokia Corporation, Senior Vice President, Corporate Controller 2011–2016
  • Nokia Corporation, multiple executive and managerial positions in finance and treasury 1999–2011
  • Citibank International, Associate, Corporate Bank 1998–1999
  • Interbank Osakepankki, Financial Analyst 1997

Mikael Staffas

Mikael Staffas

b. 1965, M.Sc. (Engineering), MBA
President & CEO, Boliden AB since 2018
Member of the Kemira Oyj Board of Directors since 2023

 Positions of trust

  • Eurometaux, Member of the Management Committee since 2018, Chair 2018-2022, Deputy Chair since 2022
  • International Copper Association, Member of the Board since 2018
  • International Zinc Association, Member of the Board since 2018
  • ICMM, Member of Council since 2021
  • SveMin, Member of the Board since 2015, Chair of the Board 2020-2022, Deputy Chair 2018-2020 and since 2022
  • GAF, Member of the Board since 2015, Chair of the Board 2018-2020 and since 2022, Deputy Chair 2020-2022
  • Industriarbetsgivarna, Member of the Board 2018-2020 and since 2022 (Deputy Chair)
  • Svenskt Näringsliv, Member of the Board since 2020

Past positions of trust

  • SJ AB, Member of the Board 2013-2018
  • Spectra Collection AB, Member of the Board 2006-2014
  • Sun Pine AB, Member of the Board 2008-2011, Chair of the Board 2010-2011

Career history

  • Boliden AB, President BA Mines 2015-2018
  • Boliden AB, CFO 2011-2015
  • Södra Skogsägarna, CFO 2005-2011
  • McKinsey & Company, Partner in 1999-2004 and various other positions in 1990-1999

According to the Articles of Association, the Board of Directors is tasked with duties within its competence under the Companies Act. It has drawn up a written Charter defining its key duties and procedures. The following is a description of the essential contents of the Charter.

The Board of Directors is in charge of corporate governance and the due organization of the Company’s operations. It decides on convening and prepares the agenda for the shareholders’ meeting and ensures the practical implementation of decisions taken thereby. In addition, the Board decides on authorizations for representing the Company. The Board’s key duties include matters which, in view of the scope and type of the Company’s operations, are uncommon or involve wide-ranging effects. These include establishing the Company’s long term goals and the main strategies for achieving them, approving the annual business plans and budget, defining and approving corporate policies in key management control areas, approving the Company’s organizational structure and appointing the Managing Director, his Deputy and members of the Management Board. The Board approves the Company’s capital investment policy and major investments, acquisitions and divestments. It also approves the group treasury policy and major long term loans and guarantees issued by the Company.

The Board’s duties include ensuring that the Company has adequate planning, information and control systems and resources for monitoring result and managing risks in operations. The Board monitors and evaluates the performance of Managing Director, his Deputy and members of the Management Board and decides upon their remuneration and benefits. The Board’s duty is to ensure continuation of the business operations by succession planning for key persons. The Board defines and approves the main principles for the incentive bonus systems within the Company.

The Board also manages other tasks within its competence under the Companies Act. It is responsible for the due organization of the supervision of the Company’s accounting and asset-liability management. The Board sees to it that the Company’s financial statements give a true and fair view of the Company’s affairs and that the consolidated financial statements are prepared under the International Financial Reporting Standards (IFRS) and the parent company’s financial statements under the acts and regulations in force in Finland (FAS). The Board’s meetings discuss the Company’s profit performance at monthly level. The Board discusses the Company’s audit with the auditor. The Board also evaluates its performance and working methods on an annual basis.

When designing the composition of the Board of Directors, the Nomination Board of the company assesses the Board composition from the viewpoint of the company’s current and future business needs, while taking into account the diversity of the Board.

The diversity of the Board will be assessed from various viewpoints. Kemira’s Board of Directors shall have sufficient and complementary experience and expertise in the key industries and markets relevant to Kemira’s business. In addition, an essential element is the personal characteristics of the members and their diversity.

The company’s aim is that the Board represents diverse expertise in different industries and markets, diverse professional and educational background, diverse age distribution and both genders. The objective is that both genders are represented in the Board by at least two members.

The current Board conforms with the company’s diversity targets. Versatile expertise from various industries and markets is represented in the Board, as well as various professional and educational backgrounds. There are five male directors and three female directors in the Board.

Kemira Oyj’s Board of Directors has appointed two committees: the Audit Committee and the Personnel and Remuneration Committee.

Audit Committee

The Audit Committee works in accordance with its Charter confirmed by the Board of Directors. It is tasked to assist the Board in fulfilling its oversight responsibilities for financial reporting process, the system of internal control, the internal and external audit process and Kemira’s process for monitoring compliance with laws and regulations and the Kemira Code of Conduct. The Committee reports to the Board on each meeting.

The Audit Committee consists of four members of the Board. Majority of the members shall be independent of the company and at least one member shall be independent of significant shareholders. After the 2024 AGM, the Board elected Kristian Pullola as the Chair and Werner Fuhrmann, Timo Lappalainen and Fernanda Lopes Larsen as members of the Audit Committee. Fernanda Lopes Larsen announced on June 14, 2024 her resignation from the Board of Directors of Kemira as of July 31, 2024.

Personnel and Remuneration Committee

The Personnel and Remuneration Committee works according to its Charter confirmed by the Board of Directors. The Committee assists the Board by preparation of matters related to compensation of Managing Director, Managing Director’s Deputy and the members of the Management Board, and by preparation of matters pertaining to the compensation systems and long-term incentive plans of the Company and appointment. The Committee also monitors succession planning of the senior management and the senior management’s performance evaluation. The Committee plans matters pertaining to the development of the organization and reviews the Remuneration Statement of the Company. The Committee reports to the Board on each meeting.

The Personnel and Remuneration Committee consists of four members of the Board, out of which the majority must be independent of the Company, elected by the Board from amongst its members. After the 2024 AGM, the Board elected Annika Paasikivi as the Chair, Tina Sejersgård Fanø, Timo Lappalainen and Mikael Staffas as members of the Personnel and Remuneration Committee.

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