Board of Directors

Board of Directors

 

Composition

The 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 26, 2013, the Annual General Meeting elected five members (previously six) to the Board of Directors. The AGM re-elected Winnie Fok, Juha Laaksonen, Jari Paasikivi, Kerttu Tuomas and Jukka Viinanen to the Board of Directors. Jukka Viinanen was elected to continue as the Board’s Chairman and Jari Paasikivi was elected to continue as the Vice Chairman. Elizabeth Armstrong was a member of the Board of Directors until the 2013 AGM.

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 Vice Chairman Jari Paasikivi. Jari Paasikivi is the CEO of Oras Invest Oy and Oras Invest Oy owns over 10% of Kemira Oyj’s shares. The personal information concerning the members of the Board of Directors can be found in the section Personal data and their holdings can be found below under the heading Insiders.

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 strategy 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 investment policy and major investments 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.

In 2013, the Board of Directors met 16 times. The average attendance rate at the meetings was 97.6%.

Remuneration

Remuneration of the Board of Directors is described in a separate Remuneration Statement which is available on Kemira’s website.