2/20/2023

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 of Directors comprises 4–8 members.

On March 24, 2022 the Annual General Meeting elected eight members to the Board of Directors. The AGM elected Wolfgang Büchele, Shirley Cunningham, Tina Sejersgård Fanø, Werner Fuhrmann, Matti Kähkönen, Timo Lappalainen, Annika Paasikivi and Kristian Pullola to the Board of Directors. Matti Kähkönen was elected the Board’s Chair and Annika Paasikivi was elected the Vice Chair.

The Board of Directors has assessed that all of its members are independent of the company. In the assessment, it was taken into consideration that Wolfgang Büchele has been either a member of the Board of Directors or the President & CEO for more than 10 years consecutively as of April 8, 2019. The Board of Directors has not identified any reason why Wolfgang Büchele should not be considered independent of the company. All of the members of the Board of Directors 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.

Composition

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

  • The Finnish Fair Corporation, Chair of the Board since 2021
  • 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

  • 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

  • Varova Oy, Member of the Board since 2016
  • Uponor Oyj, Member of the Board 2014-2018, Chair of the Board since 2018

Past positions of trust

  • 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

Wolfgang Büchele

Wolfgang Büchele

b. 1959, Dr. rer. nat.
Exyte GmbH (formerly part of M+W Group GmbH), CEO and Chair of the Board since 2018
Member of the Kemira Oyj Board of Directors in 2009-2012 and since 2014

Positions of trust

  • KMW + Nexter Defense Systems N.V., Member of the Supervisory Board since 2020
  • Wegmann Unternehmens–Holding GmbH & Co. KG, Member of the Board of Partners in 2019, Chair of the Board of Partners since 2020
  • GELITA AG, Deputy Chair of the Supervisory Board 2018–2019, Chair of the Supervisory Board since 2019
  • Merck KGaA, Member of the Supervisory Board 2009–2014 and Chair of the Supervisory Board since 2014
  • E. Merck KG, Member of the Board of Partners since 2009

Past positions of trust

  • Committee on Eastern European Economic Relations, Chair 2016–2019
  • Chemical Industry Federation of Germany, Member of the Board 2014–2016
  • European Chemicals Association (Cefic), Member of the Board 2012–2016

Career history

  • M+W Group GmbH, CEO 2017–2018
  • 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

b. 1960, MBA
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, 2015–2018
  • Ardent Mills LLC, Member of the Board, 2014–2017

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

Tina Sejersgård Fanø

Tina Sejersgård Fanø

Born 1969, M. Sc. (Eng)
Novozymes A/S, Executive Vice President, Agriculture & Industrial Biosolutions since 2020
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 & 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

  • The Finnish Fair Foundation, Board of Directors, personal vice member since 2020
  • 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
  • Antilooppi Real Estate Investment Company, Member of the Board 2020-2021, Chair of the Board since 2021

Past positions of trust

  • 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

Tasks and duties

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.

Diversity principles

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.

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 conforms 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 are five male directors and three female directors in the Board.

Board Committees

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 four 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 2022 AGM, the Board elected Timo Lappalainen as the Chair and Werner Fuhrmann, Annika Paasikivi and Kristian Pullola as members of the Committee.

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 of Directors by preparation of matters related to compensation of Managing Director, his 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 of Directors on each meeting.

The Personnel and Remuneration Committee consists of four members out of which the majority must be independent of the Company, elected by the Board of Directors from amongst its members. After the 2022 AGM, the Board elected Matti Kähkönen as the Chair, and Wolfgang Büchele, Shirley Cunningham and Timo Lappalainen as members of the Personnel and Remuneration Committee.