Board of Directors

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

On March 21, 2018 the Annual General Meeting elected six members to the Board of Directors. AGM elected Wolfgang Büchele, Shirley Cunningham, Kaisa Hietala, Timo Lappalainen, Jari Paasikivi and Kerttu Tuomas to the Board of Directors.

Jari Paasikivi was elected the Board’s Chairman and Kerttu Tuomas was elected the Vice Chairman.

All of the Board members are independent of the Company. The Board members are also independent of significant shareholders of the Company except for the Chairman Jari Paasikivi. Jari Paasikivi is the CEO of Oras Invest Oy and Oras Invest Oy owns over 10% of Kemira Oyj’s shares.

In 2017, the Board of Directors met 10 times. The attendance rate at the meetings was 98.4%.

Holdings of the members of the Board of Directors

Kemira Board of Directors Charter (.pdf)

  1. Jari Paasikivi

    Jari Paasikivi

    Jari Paasikivi

    Chairman, b. 1954, M.Sc. (Econ.)

    Member of the Kemira Oyj Board of Directors since 2012 (Deputy Chairman of the Board 2012–2014, Chairman of the Board since 2014)

    Positions of trust

    • Oras Invest Oy, Chairman of the Board since 2018
    • Kemira Oyj, Expert Member of the Nomination Board since 2014
    • Varma Mutual Pension Insurance Company, Chairman of the Board since 2017
    • Oras Ltd, Chairman of the Board since 2013
    • Tikkurila Oyj, Chairman of the Board since 2010
    • Finnish Business and Policy Forum EVA and Research Institute for Finnish Economy ETLA, member of the Supervisory Board since 2015

    Past positions of trust

    • Technology Industries of Finland, Chairman of the Board, 2012–2015
    • Confederation of Finnish Industries, Member of the Board and the Executive Committee, 2013–2015
    • Uponor Corporation, Chairman of the Board, 2008–2014
    • Varma Mutual Pension Insurance Company, Member of the Supervisory Board, 2012–2014
    • Kemira Oyj, Member of the Nomination Board 2009–2012
    • Finland Central Chamber of Commerce, Member of the Board 2004–2011 and Deputy Chair 2007–2011
    • Rauma Chamber of Commerce, Member of the Board 1995–2007 and Chairman 2005–2007

    Career history

    • Oras Invest Ltd, CEO, 2006–2018
    • Oras Ltd, President and CEO, 2002–2007
    • Oras Ltd, Managing Director, 1994–2001
    • Oras Ltd, Plant Director, 1989–1994
    Kerttu Tuomas

    Kerttu Tuomas

    Kerttu Tuomas

    Vice Chairman, b. 1957, B.Sc. (Econ.)

    Member of the Kemira Oyj Board of Directors since 2010, Vice Chairman of the Board since 2014

    Positions of trust

    • Medix Biochemica Group Oy, Member of the Board since 2018
    • Huhtamäki Oyj, Member of the Board since 2017
    • Aamu Suomen Lasten Syöpäsäätiö sr, Member of the Board since 2017
    • Finnish National Opera and Ballet, Member of the Board since 2016

    Career history

    • KONE Corporation, EVP, Human Resources and Member of the Executive Board, 2002-2017
    • Elcoteq Network Corporation, Group Vice President, Human Resources, 2000–2002
    • Masterfoods Oy, Personnel & Organization Manager, 1994–1999
    • Mercuri Urval, Consultant, 1987–1993
    Wolfgang Büchele

    Wolfgang Büchele

    Wolfgang Büchele

    b. 1959, Dr. rer.nat.
    Exyte AG (formerly M+W Group GmbH), CEO since 2017

    Member of the Kemira Oyj Board of Directors in 2009-2012 and since 2014

    Positions of trust

    • GELITA AG, Member of the Supervisory Board since 2018
    • Committee on Eastern European Economic Relations, Chairman since 2016
    • Merck KGaA, Member of the Supervisory Board 2009–2014 and
      Chairman of the Supervisory Board since 2014
    • E. Merck KG, Member of the Board of Partners since 2009

    Past positions of trust

    • Chemical Industry Federation of Germany, Member of the Board, 2014–2016
    • Cefic, Member of the Board, 2012–2016

    Career history

    • Linde AG, Chief Executive Officer, 2014–2016
    • Kemira Oyj, President and CEO, 2012–2014
    • BorsodChem Zrt., Member of the Board and Chief Executive Officer, 2009–2011
    • Permira Beteiligungsberatung GmbH., Senior Advisor, 2008–2011
    • Blackstone Group LLP, Project Advisor, 2008
    • BASF AG, President Fine Chemicals Division, 2005–2007
    • BASF AG, President Performance Chemicals Division, 2003–2005
    • BASF AG, President Eastern Europe, Africa, West Asia Regional Division, 2001–2003
    • BASF AG, Group Vice President Business Management Fine Chemicals Europe, 1999–2001
    • BASF AG, Director Global Marketing Cosmetic Raw Materials, 1997–1999
    • BASF AG, Director Regional Marketing Catalysts Asia, 1993–1997
    • BASF AG, Head of Research Group Industrial Catalysts, 1990–1993
    • BASF AG, Research Chemist, 1987–1993
    Shirley Cunningham

    Shirley Cunningham

    Shirley Cunningham

    b. 1960, Master’s Degree in Business Administration

    Member of the Kemira Oyj Board of Directors since 2017

    Positions of trust

    • Gildan Activewear, Inc., Member of the Board since 2017

    Past positions of trust

    • Ventura Foods, LLC, Member of the Board, 20152018

    Career history

    • CHS Inc., Executive Vice President and Chief Operating Officer, Ag Business & Enterprise Strategy, 2014–2018
    • CHS Inc., Executive Vice President, Enterprise Strategy & CIO, 2013–2014
    • Monsanto Company, Chief Information Officer, 2008–2013
    • Monsanto Company, Vice President IT, 2003–2008
    • Monsanto Company, Vice President EMEA IT, 1998–2003
    Kaisa Hietala

    Kaisa Hietala

    Kaisa Hietala

    b. 1971, M.Sc.(Physics) and M.Sc. (Env.Sc.)
    Neste Corporation, Executive Vice President, Renewable Products since 2014

    Member of the Kemira Oyj Board of Directors since 2016

    Career history

    • Neste Oil Corporation, Vice President of the Renewable Fuels business, 2011-2014
    • Neste Oli Singapore Pte Ltd, Vice President of Supply, 2009-2011
    • Neste Oil Singapore Pte Ltd, Commercial Director in Singapore, 2008
    • Neste Oil, Feedstock Manager in Renewable Fuels Business operations, 2006-2008
    Timo Lappalainen

    Timo Lappalainen

    Timo Lappalainen

    b. 1962, M.Sc. (Eng)
    Orion Corporation, President and CEO since 2008

    Member of the Kemira Oyj Board of Directors since 2014

    Positions of trust

    • The Research Institute of the Finnish Economy ETLA, Member of the Board since 2017
    • The Finnish Business and Policy Forum EVA, Member of the Board since 2017
    • Chemical Industry Federation of Finland, Member of the Board since 2008, Vice Chairman of the Board since 2017
    • Finnish Foundation for Cardiovascular Research, Member of the Board since 2010
    • The Finnish Fair Corporation, Member of the Supervisory Board since 2009
    • The Helsinki Region Chamber of Commerce, Member of the Council since 2008

    Past positions of trust

    • Confederation of Finnish Industries, Member of the Board, 2015–2016
    • ICC Finland, Member of the Board, 2014
    • Chemical Industry Federation of Finland, Vice Chairman of the Board, 2013–2014 and Chairman of the Board 2015–2016
    • Vaisala Oyj, Member of the Board, 2011–2014

    Career history

    • 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 Marketing 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
  2. 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 of Directors decides on authorizations for representing the Company. The Board of Directors’ 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 of Directors 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 of Directors 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 of Directors 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 of Directors 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 of Directors’ meetings discuss the Company’s profit performance at monthly level. The Board of Directors discusses the Company’s audit with the auditor. The Board of Directors evaluates its performance and working methods on an annual basis.

  3. 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 of Directors 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.

    Objective

    The company’s aim is that the Board of Directors represent 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 of Directors of the company complies with the company’s diversity targets. Versatile expertise from various industries and markets is represented in the Board of Directors, as well as various professional and educational backgrounds. There is an equal number of male and female directors.

  4. 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 of Directors 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 three members of the Board of Directors. Majority of the members shall be independent of the company and at least one member shall be independent of significant shareholders. After the 2018 AGM, the Board elected Timo Lappalainen as the Chairman and Kaisa Hietala and Jari Paasikivi as members of the Committee.

    The Audit Committee met five times in 2017 with an attendance rate of 100%.

    Kemira Audit Committee Charter (.pdf)

    Personnel and Remuneration Committee

    The Board of Directors has approved a Charter for the Committee, according to which the Committee assists the Board of Directors by preparation of matters related to compensation of Managing Director, his Deputy and the members of the Management Board, by preparation of matters pertaining to the compensation systems and long-term incentive plans of the Company, by preparation of matters relating to appointment of Managing Director, his Deputy and the members of the Management Board. 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 of Directors on each meeting.

    The Personnel and Remuneration Committee consists of three members out of which the majority must be independent of the Company, elected by the Board of Directors from amongst its members. After the 2018 AGM, the Board elected Jari Paasikivi as the Chairman and Timo Lappalainen and Kerttu Tuomas as members of the Personnel and Remuneration Committee.

    In 2017, the Personnel and Remuneration Committee met six times. The attendance rate at the meetings was 100%.

    Kemira Personnel and Remuneration Committee Charter (.pdf)

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