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.
All members of the Board of Directors are considered to beindependent in accordance with best-practice standards, in particular the »Swiss Code of Best Practice for Corporate Governance«. No member of the Board of Directors exceeded any of the maximum number of mandates as set forth in Article 38 of the Articles of Association, except for Abdullah Mohammed Alissa (whose term ended at the Annual General Meeting dated 24 June 2022) 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 Günter von Au, German citizen
Function at Clariant: Chairman of the Board of Directors; 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 would 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, which 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.
5.2.2. Abdullah Mohammed Alissa, Saudi Arabian citizen
Function at Clariant: Vice-Chairman from 29 June 2020 until the Annual General Meeting dated 24 June 2022; 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 Bachelor of Science degree in industrial engineering and a Master of Science degree 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
5.2.3. Ahmed Mohammed Al Umar, Saudi Arabian citizen
Function at Clariant: Vice-Chairman of the Board of Directors since the Annual General Meeting dated 24 June 2022; Non-executive Member of the Board of Directors
Born: 1964
Year of first election: 2022
Independency: Independent (nominated by SABIC International Holdings B.V.)
Experience: Chemical Industry; M&A
Professional career: Ahmed Mohammed Al Umar holds a bachelor’s degree in business administration from the King Abdulaziz University, Saudi Arabia, and an executive Master of Business Administration (MBA) degree from the King Fahad University of Petroleum and Minerals, Saudi Arabia. Since 2019, he has also been a Certified Board Director.
He started his career with SABIC in 1987 as an Operations & Information Analyst in the controlling department, followed by management positions in SABIC’s fertilizer business unit. From 1999 to 2006, he was General Manager in the CEO Office, responsible for Special Projects. Between 2006 and 2015, he held several senior management positions, including General Manager Sales & Marketing - Aromatics & Olefins of SABIC’s chemicals business unit (2006-2008), General Manager SABIC Asia-Pacific (2008-2010), Vice President and Head of SABIC Asia-Pacific (2010-2011) as well as Vice President of SABIC’s global oxygenates business unit (2011–2015). From 2015 to 2020, Ahmed Mohammed Al Umar was Vice President of Joint Venture Affairs. Since 2020, he has been Vice President Joint Venture Affairs and M&A and is responsible for all global merger and acquisition deals, as well as SABIC’s external growth and strategy from the initiation of deals to the execution of transactions. In addition, he oversees SABIC’s interest in all its global investments. He also manages all JV agreements, renewals of existing JVs, managing partners’ relations, and the JVs’ governance and control frameworks.
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): Five:
- Saudi Methanol Company, Saudi Arabia
- Gulf Petrochemical Industries Co (GPIC), Sitra, Bahrain
- Nusaned Investment Company, Saudi Arabia
- SABIC Fujian, China
- GCC Board Directors Institute (BDI)
Mandates according to Article 38 para. 1 lit. c): None.
5.2.4. Nader Ibrahim Alwehibi, Saudi Arabian citizen
Function at Clariant: Non-executive Member of the Board of Directors until the Annual General Meeting dated 24 June 2022
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 CommitteeUntil 30 June 2022, the Executive Committee was mainly responsible for implementing and monitoring the Group strategy, for the financial and operational management of the Group, and for the efficiency of the Group’s structure and organization. Effective 1 July 2022, the Executive Committee was replaced by the Executive Steering Committee (ESC)., 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. Roberto Césare Gualdoni, German and Italian citizen
Function at Clariant: Non-executive Member of the Board of Directors since the Annual General Meeting dated 24 June 2022
Born: 1956
Year of first election: 2022
Independency: Independent (nominated by SABIC International Holdings B.V.)
Experience: CEO; Chemical Industry; M&A
Professional career: Roberto Césare Gualdoni holds a master’s degree in industrial engineering from the University of Buenos Aires, Argentina, as well as an MBA from INSEAD in Fontainebleau, France. He started his professional career in 1983 as a Commercial Coordinator for the global seamless steel pipe business at Tenaris in Buenos Aires, Argentina. In 1987, he joined BASF, where he held various management positions over the years, including Group Vice President of the foam products business unit from 1998 to 2001, Group Vice President of the engineering plastics Europe business unit from 2001 to 2005, Senior Vice President of Global Procurement Basic Products from 2006 to 2007, and Senior Vice President Global Procurement Raw Materials from 2007 to 2010. In 2010, he became President of BASF’s styrenics business unit, which merged with INEOS units to form the Styrolution Group, a global leader in styrenics for the automotive, electronics, household appliances, construction, and healthcare industries. Here, he served as CEO from 2011 to 2014.
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:
- Synthomer plc, Harlow, UK
Mandates in unlisted companies:
Mandates according to Article 38 para. 1 lit. b): Two:
- CABB, Sulzbach,Germany
- American Aerogel Corp., Rochester, USA
Mandates according to Article 38 para. 1 lit. c): One:
- Arceegee Consulting, Wachenheim, Germany.
5.2.6. Calum MacLean, British citizen
Function at Clariant: Non-executive Member of the Board of Directors until the Annual General Meeting dated 24 June 2022
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 Bachelor of Science degree (with honors) 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 PetroChina). 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): One:
- Saudi Basic Industries Corporation (SABIC), Saudi Arabia
Mandates in unlisted companies:
Mandates according to Article 38 para. 1 lit. b) and c): None.
5.2.7. 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 of 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 on 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
5.2.8. 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 Bachelor of Science degree 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 CommitteeUntil 30 June 2022, the Executive Committee was mainly responsible for implementing and monitoring the Group strategy, for the financial and operational management of the Group, and for the efficiency of the Group’s structure and organization. Effective 1 July 2022, the Executive Committee was replaced by the Executive Steering Committee (ESC). 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): None.
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
5.2.9. Eveline Saupper, Swiss citizen
Function at Clariant: Non-executive Member of the Board of Directors
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): Three:
- Flughafen Zürich AG, Switzerland
- Georg Fischer AG, Switzerland
- Forbo Holding 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:
- MentexHolding AG, Switzerland
- UZH [University of Zurich] Foundation, Switzerland
- Tourismus Savognin Bivio Albula AG, Switzerland
- Foundation Piz Mitgel Val Surses, Switzerland
5.2.11. 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) and c): None.
5.2.12. 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): Two:
- QuESTGlobal Services Pte. Ltd., Singapore
- Edugreen Education & Services Ltd., Kolkata, India (start-up)
Mandates according to Article 38 para. 1 lit. c): Six:
- BuurtzorgNeighborhood 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 e.V., Aachen, Germany
5.2.13. 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.
5.2.14. 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 of Darmstadt and 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 SE 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 SE, 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.