Corporate governance and Group structure

Kemira Oyj’s corporate governance is based on the Articles of Association, the Finnish Companies Act and NASDAQ OMX Helsinki Ltd’s rules and regulations on listed companies. Furthermore, the Company complies with the Finnish Corporate Governance Code. The company’s corporate governance is presented as a separate statement on the company’s website. The statement is attached to the release publishing the Annual report.

Board of Directors

On March 21, 2012, the AGM elected six Board members. The AGM reelected members Elizabeth Armstrong, Winnie Fok, Juha Laaksonen, Kerttu Tuomas and Jukka Viinanen to the Board of Directors and elected Jari Paasikivi as a new member. Jukka Viinanen was elected as the new Board's chairman and Jari Paasikivi was elected as vice chairman. The remuneration paid to the members of the Board remained unchanged. In 2012, the Board of Directors met 12 times. The average attendance rate was 95%.

Kemira Oyj’s Board of Directors has appointed two committees: the Audit Committee and the Compensation Committee. The Audit Committee is chaired by Juha Laaksonen and has Elizabeth Armstrong and Jari Paasikivi as members. In 2012, the Audit Committee met 5 times with a 100% attendance rate. The Compensation Committee is chaired by Jukka Viinanen and has Kerttu Tuomas and Jari Paasikivi as members. In 2012, the Compensation Committee met twice with a 100% attendance rate.

Changes to company management

In October, 2012, Kemira’s Board of Directors appointed Wolfgang Büchele (PhD, Chemistry) as Kemira Oyj’s President and Chief Executive Officer. Succeeding the retiring Harri Kerminen, Wolfgang Büchele started in the position on April 1, 2012. Büchele acted as a member of Kemira’s Board of Directors since 2009 until March 21, 2012.

In October 1, 2012, Kemira’s management structure was consolidated in connection to an organizational change, Management Board lead by the CEO replaced the previous Strategic Management and Business Management Boards. The Management Board is responsible for securing the long-term strategic development of the company. The members of the Management Board are: Wolfgang Büchele, CEO; Petri Helsky, Paper segment and EMEA region; Hannu Virolainen, Municipal & Industrial segment and EHSQ; Randy Owens, Oil & Mining segment and North America; Frank Wegener, ChemSolutions segment; Joe Chan, Asia Pacific region; Hilton Casas, South America region; Antti Salminen, Supply Chain Management; Jyrki Mäki-Kala, CFO; Heidi Fagerholm, CTO and Eeva Salonen, Human Resources. Jukka Hakkila, Group General Counsel is acting as a secretary to the Management Board.

Structure

The acquisitions and divestments made during the year are discussed under segment information.