Kemira Oyj: Proposals of the Nomination Board to the Annual General Meeting 2023

Kemira Oyj: Proposals of the Nomination Board to the Annual General Meeting 2023

The Nomination Board proposes to the Annual General Meeting of Kemira Oyj that eight members be elected to the Board of Directors and that the present members Tina Sejersgård Fanø, Werner Fuhrmann, Matti Kähkönen, Timo Lappalainen, Annika Paasikivi and Kristian Pullola be re-elected as members of the Board of Directors. Nomination Board proposes that Fernanda Lopes Larsen and Mikael Staffas be elected as new members of the Board of Directors. In addition, the Nomination Board proposes that Matti Kähkönen be re-elected as the Chair of the Board of Directors and Annika Paasikivi be re-elected as the Vice Chair.

All the nominees have given their consent to the position and are independent of the company’s significant shareholders except for Annika Paasikivi. Annika Paasikivi is the President & CEO of Oras Invest Oy and Oras Invest Oy owns over 10% of Kemira Oyj’s shares.

Of the current members of the Board of Directors Wolfgang Büchele, who has served on the company’s Board of Directors first from 2009 until 2012, then as a President and CEO of Kemira Oyj from 2012 until 2014, and then again in the Board of Directors since 2014, and Shirley Cunningham, who has served on the Board of Directors since 2017, have informed that they will no longer be available for re-election to the next term of the Board of Directors. The Nomination Board wishes to thank Wolfgang Büchele and Shirley Cunningham for their long service and significant contribution to Kemira Oyj.

Ms. Fernanda Lopes Larsen, M.Sc. (Engineering), b. 1974, is an Executive Vice President Africa & Asia in Yara International since 2020. In 2012-2018 she served in multiple executive and managerial positions in Yara International. In 2001-2012 she held managerial positions in GlaxoSmithKline and in Procter & Gamble. Fernanda Lopes Larsen is a dual Brazilian and British citizen.

Mr. Mikael Staffas, M.Sc. (Engineering), MBA, b. 1965, is the President & CEO of Boliden AB since 2018. In 2015-2018 he served as the President of Boliden Mines, and in 2011-2015 as the CFO of Boliden. In 2005-2011 he was the CFO of Södra Skogsägarna. He was a Partner at McKinsey & Company in 1999-2004 and held various positions there in 1990-1999. Mikael Staffas is a Swedish citizen.

Regarding the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. This recommendation is based on the fact that Kemira’s shareholders’ Nomination Board is separate from the Board of Directors, in line with a good Nordic governance model. The Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company and that the diversity principles of the company will be met, and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.

The Nomination Board proposes that the remuneration paid to the members of the Board of Directors will be increased as follows (current remuneration in parentheses): for the Chair EUR 118,000 per year (EUR 110,000), for the Vice Chair and the Chair of the Audit Committee EUR 67,000 per year (EUR 65,000) and for the other members EUR 52,000 per year (EUR 50,000).

The Nomination Board proposes that a fee payable for each meeting of the Board of Directors and the Board Committees will be paid based on the method of participation and place of the meeting as follows: participating remotely or in a meeting arranged in the member’s country of residence EUR 600, participating in a meeting arranged on the same continent as the member’s country of residence EUR 1,200 and participating in a meeting arranged in a different continent than the member’s country of residence EUR 2,400.

Travel expenses are proposed to be paid according to Kemira’s travel policy.

In addition, the Nomination Board proposes to the Annual General Meeting that the annual fee be paid as a combination of the company’s shares and cash in such a manner that 40% of the annual fee is paid with the company’s shares owned by the company or, if this is not possible, shares purchased from the market, and 60% is paid in cash. The shares will be transferred to the members of the Board of Directors and, if necessary, acquired directly on behalf of the members of the Board of Directors within two weeks from the release of Kemira’s interim report January 1 – March 31, 2023. The meeting fees are proposed to be paid in cash.

The Nomination Board has consisted of the following representatives: Ville Kivelä, Chief Investment Officer of Oras Invest Oy as the Chair of the Nomination Board; Pauli Anttila, Investment Director, Solidium Oy; Lisa Beauvilain, Global Head of Sustainability, Executive Director, Impax Asset Management plc and Annika Ekman, Head of Direct Equity Investments, Ilmarinen Mutual Pension Insurance Company as members of the Nomination Board and Matti Kähkönen, Chair of Kemira’s Board of Directors as an expert member.