5. Board of Directors

5.1. General information

The Board of Directors of Clariant Ltd comprises at least six and no more than twelve members pursuant to Article 19 of the Articles of Association of Clariant Ltd. Members of the Board are elected individually by the Annual General Meeting for a term of one year.

No member of the Board has reached, at the time of election or reelection, the age of 70, in accordance with Article 20 of the Articles of Association. However, Günter von Au and Geoffery Merszei turned 70 after their election as Members of the Board (and, in the case of Günter von Au, Chairman of the Board of Directors) by the Annual General Meeting dated 7 April 2021. Both are proposed to the 2022 Annual General Meeting for reelection as Members of the Board, and Günter von Au additionally for reelection as the Chairman of the Board of Directors, conditional upon a proposed amendment to Article 20 of the Articles of Association of Clariant Ltd that will prevent any such general age limitation for members of the Board from being stated in the Articles of Association in the future (www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association).

All members of the Board of Directors are considered to be independent in accordance with best-practice standards, except for Hariolf Kottmann, who had been serving as Executive Chairman ad interim from 24 July 2019 until 31 December 2020. No member of the Board of Directors exceeds any of the maximum number of mandates as set forth in Article 38 of the Articles of Association, except for Abdullah Mohammed Alissa in accordance with the transitional provision, Article 44, in the Articles of Association (www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association).

5.2. Members of the Board of Directors

5.2.1. Hariolf Kottmann, German citizen

Function at Clariant: Chairman of the Board of Directors from 16 October 2018 until the Annual General Meeting dated 7 April 2021

Born: 1955

Year of first election: 2008

Independency: Nonindependent (Executive Chairman ad interim from 24 July 2019 until 31 December 2020)

Professional career: Hariolf Kottmann earned his PhD in organic chemistry at the University of Stuttgart in 1984. In 1985, he launched his career at the former Hoechst AG in Frankfurt, where he held several key management positions across the company’s chemical divisions and functions. In 1996, he was appointed Deputy Head of the Basic Chemicals Division at Hoechst AG and took responsibility for the Inorganic Chemicals Business Unit. In 1998, he joined Celanese Ltd in New Jersey (United States) as a Member of the Executive CommitteeExecutive CommitteeManagement body of joint stock companies; at Clariant the Executive Committee currently comprises four members.View entire glossary and Head of the Organic Chemicals Business Unit. In April 2001, he was appointed as Member of the Executive CommitteeExecutive CommitteeManagement body of joint stock companies; at Clariant the Executive Committee currently comprises four members.View entire glossary of SGL Carbon AG, where he was responsible for the Graphite Specialties, Corrosion Protection, and Advanced Materials Divisions as well as the Eastern Europe and Asia regions until 30 September 2008. He was also in charge of the SGL Excellence and Technology & Innovation corporate functions. He has been a Member of the Board of Directors of Clariant Ltd since April 2008 and became CEO of Clariant on 1 October 2008. He held this position until 15 October 2018. From 24 July 2019 until 31 December 2020, he also acted as the Executive Chairman ad interim.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): none.

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): two: Member of the Advisory Board and Member of the Audit Committee of Plansee Holding AG, Austria; Member of the Advisory Board of Röhm GmbH, Darmstadt, Germany.

Mandates according to Article 38 para. 1 lit. c): three: Member of the Board of Trustees of ETH Zurich Foundation; Member of the Board of Trustees of Aventis Foundation, Frankfurt; Chairman of the Board of the Clariant Foundation.

5.2.2 Günter von Au, German citizen

Function at Clariant: Chairman of the Board of Directors since 7 April 2021; Non-executive Member of the Board of Directors

Born: 1951

Year of first election: 2011 ¹

Independency: Independent

Experience: CEO; Chemical Industry; Strategy; Operational

Professional career: After studying textile and polymer chemistry at Reutlingen University and chemistry at the University of Tübingen, where he obtained a doctorate, Günter von Au began his career in 1980 in Burghausen at Wacker-Chemie AG. He held a number of different management positions at the company through 2001 in Germany, Brazil, and the United States – most recently as Head of Wacker’s division for polymers, specialty chemistry, and basic chemistry in Munich. He was also CEO of Wacker Polymer Systems GmbH & Co. KG in Burghausen, Germany. He joined Süd-Chemie in 2001 as President and CEO of Süd-Chemie Inc. In 2004, he became CEO of the Management Board of Süd-Chemie AG in Munich and held this position until 31 March 2012. On 1 April 2012, Mr. von Au joined the Board of Directors at Clariant Ltd and acted as Vice-­Chairman of the Board of Directors until 16 October 2018.

¹ The election at the Annual General Meeting in 2011 was subject to the condition that Günter von Au will step down from his position as the CEO of the Management Board of Süd-Chemie AG – which he did on 31 March 2012. Günter von Au actually joined the Board of Directors of Clariant Ltd on 1 April 2012, i.e., shortly after the 2012 Clariant Annual General Meeting took place on 27 March 2012.   

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): none.

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): four: Chairman of the Supervisory Board of Stada Arzneimittel AG, Germany; Member of the Advisory Committee of Gebr. Röchling KG, Germany; Chairman of the Board of CeramTec GmbH, Germany; Chairman of the Advisory Board of Tyczka GmbH, Germany.

Mandates according to Article 38 para. 1 lit. c): none.

5.2.3. Abdullah Mohammed Alissa, Saudi Arabian citizen

Function at Clariant: Vice-Chairman since 29 June 2020, Non-executive Member of the Board of Directors

Born: 1956

Year of first election: 2018

Independency: Independent (nominated by SABIC International Holdings B.V.)

Experience: CEO; M&A; Chemical Industry; Strategy; Operational

Professional career: Abdullah Mohammed Alissa holds a BSc in industrial engineering and an MSc in engineering management from Southern Methodist University in Dallas, USA. Abdullah Mohammed Alissa is a Member of the SABIC Board of Directors and Member of both the Audit and Investment Committees. Abdullah Mohammed Alissa, currently the Chairman of the Board of Riyad Bank, is also the Chairman of Assila Investments Company, AMIAS Holding Co., and Abdullah Mohammed Alissa Consulting Engineers. He previously held positions of Chairman of National Medical Care Co., Chairman of Arabian Cement, and Vice-Chairman of Etihad Etisalat (Mobily), among other board memberships.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): two: Saudi Basic Industries Corporation (SABIC), Saudi Arabia; Riyad Bank, Saudi Arabia.

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): one: Assila Investments Company, Saudi Arabia.

Mandates according to Article 38 para. 1 lit. c): two: Abdullah Mohammed Alissa Consulting Engineers, Saudi Arabia; AMIAS Holding Company, Saudi Arabia.

5.2.4. Nader Ibrahim Alwehibi, Saudi Arabian citizen

Function at Clariant: Non-executive Member of the Board of Directors

Born: 1980

Year of first election: 2020

Independency: Independent (nominated by SABIC International Holdings B.V.)

Experience: M&A; Chemical Industry

Professional career: Nader Ibrahim Alwehibi holds a master’s degree in social protection policy from Maastricht University, The Netherlands, and a bachelor’s degree in insurance from Indiana State University, USA. Nader Ibrahim Alwehibi is a Member of SABIC’s Board of Directors and serves on its Audit Committee and Risk and Sustainability Committee. He was the Assistant Governor for Insurance Affairs with the General Organization for Social Insurance (GOSI) of Saudi Arabia until 31 December 2021 and has been working for the Gulf Catering Company since 2 January 2022. He is also a Member of the Board of Directors, a Member of the Executive CommitteeExecutive CommitteeManagement body of joint stock companies; at Clariant the Executive Committee currently comprises four members.View entire glossary , and a Member of the Nominations & Compensations Committee of Riyad Bank. He previously served as a Member of the Board of Directors of the National Medical Care Company and a Member of the Board of Directors of Jarir Marketing Company. He also occupied several positions at the General Organization for Social Insurance (GOSI).

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): two: Saudi Basic Industries Corporation (SABIC), Saudi Arabia; Riyad Bank, Saudi Arabia.

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): none.

Mandates according to Article 38 para. 1 lit. c): two: Mudad, Saudi Arabia; Future of Work, Saudi Arabia.

5.2.5. Calum MacLean, British citizen

Function at Clariant: Non-executive Member of the Board of Directors

Born: 1963

Year of first election: 2018

Independency: Independent (nominated by SABIC International Holdings B.V.)

Experience: CEO; M&A; Chemical Industry; Operational

Professional career: Calum MacLean holds a BSc (Hons) degree in chemistry from Aberdeen University, UK. Calum MacLean has been a Member of the SABIC Board (Non-executive Director) and a Member of the Risk and Sustainability Committee since 2017. He was Chief Executive Officer of Synthomer plc (UK FTSE 250 listed), a speciality chemicals company, from January 2015 until 1 November 2021. Previously, he was a founding member of INEOS Group, established in 1998. During his time at INEOS, he held a number of senior executive roles, including Chief Executive Officer of INEOS Refining from December 2006 until 2011, Chief Executive Officer of EVC Corporation and subsequently INEOS ChlorVinyls until 2005, Chief Executive Officer of INEOS Styrenics and sub­sequently Chairman of Styrolution (at that time a joint venture with BASF), and Chief Executive Officer of PetroIneos Refining (a joint venture with Petro China). Additionally, he served as the Chairman and Chief Executive Officer of INEOS Olefins and Polymers Europe and Chief Executive Officer of INEOS Phenol.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): two: Saudi Basic Industries Corporation (SABIC), Saudi Arabia; Synthomer plc, UK (until 1 November 2021).

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): none.

Mandates according to Article 38 para. 1 lit. c): none.

5.2.6. Thilo Mannhardt, German citizen

Function at Clariant: Non-executive Member of the Board of Directors

Born: 1954

Year of first election: 2020

Independency: Independent

Experience: CEO; M&A; Chemical Industry; Operational

Professional career: Thilo Mannhardt studied aeronautical and space engineering and received a master’s degree from the Technical University Berlin, Germany, where he also completed his PhD in 1985. In addition, he received a postgraduate certificate in business administration from the University of Hagen, Germany. After several years in academia and research, Thilo Mannhardt joined McKinsey & Co., Inc., in 1985. For 28 years until his retirement in 2012, he held various leadership roles in Europe, Latin America, and Africa, most recently as Senior Partner and Director. Thilo Mannhardt is a Member of the Board of Directors of Algar Telecom, leading the Audit and Risk Committee since 2017. Since 2018, he has been a Member of the Board and advisor of BMI/White Fox Management and was appointed to the newly formed Board of C&A Brazil in 2019. In 2020, he joined the advisory council of Logus Capital Financial Advisors. He previously was in the advisory council of PE Victoria Capital. He was a Member of the Board of Directors and CEO of Ultrapar SA from 2011 until 2018.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): one: C&A Modas S.A., Brazil.

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): one: Algar Telecom, Brazil.

Mandates according to Article 38 para. 1 lit. c): two: BMI Holding, Brazil; Logus Capital Financial Advisors, Brazil.

5.2.7. Geoffery Merszei, Canadian and Swiss citizen

Function at Clariant: Non-executive Member of the Board of Directors

Born: 1951

Year of first election: 2018

Independency: Independent (nominated by SABIC International Holdings B.V.)

Experience: CEO; CFO/Audit; M&A; Chemical Industry; Operational

Professional career: Geoffery Merszei holds a BSc in economics from Albion College in Michigan, USA. Geoffery Merszei is the Chairman and Chief Executive of Zolenza AG, an investment and advisory firm based in Zug, Switzerland. Geoffery Merszei was previously the Executive Vice President of The Dow Chemical Company, President of Dow Europe, the Middle East, and Africa, and Chairman of Dow Europe before retiring in 2013. He served on Dow’s board from 2005 until 2009 and was the Lead Director on the board of Dow Corning Corporation. He was also Chairman of Dow’s Geographic Leadership Council and a Member of Dow’s Executive Leadership Committee. Previously, he was Dow’s Exe­cutive Vice President and Chief Financial Officer. In 2001, Geoffery Merszei served as Executive Vice President and Chief Financial Officer of Alcan Inc. He has also served as a Member of the Board of the Chemical Financial Corporation and as a trustee and Member of the Executive CommitteeExecutive CommitteeManagement body of joint stock companies; at Clariant the Executive Committee currently comprises four members.View entire glossary of the United States Council for International Business.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): one: OC Oerlikon Corporation AG, Switzerland (until 13 April 2021).

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): none.

Mandates according to Article 38 para. 1 lit. c): one: Zolenza AG, Switzerland.

5.2.8. Eveline Saupper, Swiss citizen

Function at Clariant: Non-executive Member of the Board of Directors; independent Lead Director from 24 July 2019 until 7 April 2021

Born: 1958

Year of first election: 2016

Independency: Independent

Experience: M&A; Strategy

Professional career: Eveline Saupper studied law at the University of St. Gallen, Switzerland (HSG). She was a partner at the law firm Homburger AG, Zurich, Switzerland, until 2014 and Of Counsel of said law firm until March 2017. Before joining Homburger in 1985, she worked as a tax specialist with Peat Marwick Mitchell (today KPMG) in Zurich. She holds a PhD in law from the University of St. Gallen and passed her bar exams in Zurich. Eveline Saupper is also a certified tax expert.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): two: Flughafen Zürich AG, Switzerland; Georg Fischer AG, Switzerland.

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): one: Stäubli Holding AG, Switzerland.

Mandates according to Article 38 para. 1 lit. c): four: Mentex Holding AG, Switzerland; UZH Foundation [University of Zurich], Switzerland; Tourismus Savognin Bivio Albula AG, Switzerland; Foundation Piz Mitgel Val Surses, Switzerland.

5.2.9. Peter Steiner, German citizen

Function at Clariant: Non-executive Member of the Board of Directors

Born: 1959

Year of first election: 2016

Independency: Independent

Experience: CEO; CFO/Audit; M&A; Operational

Professional career: Peter Steiner studied business administration in Mannheim and Cologne, Germany, and finished with a master’s degree. He is a German certified public accountant, tax advisor, and business consultant with a focus on mergers and acquisitions, financing, and investment management. Peter Steiner was previously a partner of the investment company One Equity Partners LLC and worked for MG Technologies AG as its Chief Financial Officer. At Dyckerhoff AG, he was successively CFO, Chief Ope­rating Officer, and finally CEO. Following his many years as an auditor with Arthur Andersen & Co., he was also CFO of Süba Bau AG.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): two: Wienerberger AG, Austria; Zeal Network SE, Germany.

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): one: RKW Holding SARL, Luxembourg.

Mandates according to Article 38 para. 1 lit. c): none.

5.2.10. Claudia Suessmuth Dyckerhoff, German citizen

Function at Clariant: Non-executive Member of the Board of Directors

Born: 1967

Year of first election: 2016

Independency: Independent

Experience: Strategy; Operational; Innovation

Professional career: Claudia Suessmuth Dyckerhoff holds a PhD in business administration from the University of St. Gallen/University of Michigan Ann Arbor, USA, focusing on strategy, organization, and operational excellence. Claudia Suessmuth Dyckerhoff also holds an MBA from CEMS/ESADE. She joined McKinsey & Company in Switzerland in 1995 and since then focused on advising mainly healthcare companies in Europe, the United States, Greater China, and across Asia. She was a Senior Partner at McKinsey and led the Asia Health Services and Systems sector within McKinsey until March 2016, when she became a Senior External Advisor to McKinsey.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): two: Roche Holding AG, Switzerland; Ramsay Health Care (Sydney), Australia.

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): three: QuEST Global Services Pte. Ltd., Singapore; Cyrcadia Ltd., Hong Kong (start-up); Edugreen Education & Services Ltd., Kolkata, India (start-up).

Mandates according to Article 38 para. 1 lit. c): six: Buurtzorg Neighborhood Care Asia Ltd., Hong Kong; University of St. Gallen, Switzerland; IMA [International Market Assessment], Shanghai, China; St. Galler Stiftung für Internationale Studien (SSIS), Switzerland; Huma Therapeutics Limited, London, UK; Kinderhilfe Kambodscha eV Aachen, Germany.

5.2.11. Susanne Wamsler, US citizen

Function at Clariant: Non-executive Member of the Board of Directors

Born: 1961

Year of first election: 2015

Independency: Independent

Experience: Strategy; Innovation

Professional career: Susanne Wamsler studied at Princeton University in Princeton, New Jersey, USA, graduating with a degree in political economy. From 1984 until 1988, she held various positions with Deutsche Bank AG in Munich and New York. In 1989, she received her MBA from INSEAD in Fontainebleau, France. Since then, she has been a successful entrepreneur in different fields, including retail, real estate, telecommunications, and wealth management. She complemented her education with certificates in board membership and corporate governance and has previously held mandates and officer positions in different businesses as well as nonprofit organizations before joining the Clariant Board.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association): none.

5.2.12. Konstantin Winterstein, German citizen

Function at Clariant: Non-executive Member of the Board of Directors

Born: 1969

Year of first election: 2011

Independency: Independent

Experience: CEO; Operational

Professional career: Konstantin Winterstein studied at the Technical Universities in Darmstadt and in Berlin, where he completed a degree in production engineering. In 2004, he received his MBA from INSEAD in Fontainebleau and Singapore. From 1997 until 2014, he held various positions with the BMW Group. Since 2014, he has been a Member of the Management Board of Ringmetall AG in Munich, and Co-CEO since 2017. From 2006 to 2011, he served on the Supervisory Board of Süd-Chemie AG.

Other activities: Board of Directors/Supervisory Board mandates as set forth in Article 38 para. 1 of the Articles of Association

(www.clariant.com/en/Company/Corporate-Governance/Articles-of-Association):

Mandates in listed companies:

Mandates according to Article 38 para. 1 lit. a): one: Ringmetall AG, Germany.

Mandates in unlisted companies:

Mandates according to Article 38 para. 1 lit. b): one: GFT Holding GmbH, Germany.

Mandates according to Article 38 para. 1 lit. c): none.

5.3. Cross-involvement

There are no cross-involvements.