Board of Directors

Board of Directors

Terrafame ltd. Board of Directors shall, in accordance with the Limited Liability Companies Act, see to the administration of the company and the appropriate organisation of its operations. The Board of Directors shall also be responsible for the appropriate arrangement of the control of the company accounts and finances. The Board of Directors is responsible for promoting the interests of the company and its shareholders.

The company has an operational Expert Board of Directors.

Ratia Lauri

Chairman of the Board 2015– 
Born 1946, Master of Science (M.S.) Eng., Industrial Counsellor
Professional Board Member

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Other current positions of trust
Member of the Board, NHP Yhtymä Oy 2015–
Member of the Advisory Board, CV Group 2015–
Member of the Industrial Advisory Board, Armada Mezzanine Capital Oy 2010–
Member of the Finnish Advisory Board, Ratos Abp 2008–

Previous key positions of trust
Member of the Board, Meyer Turku Oy 2014–2015
Member of the Board, STX Finland Oy 2013–2014
Chairman of the Board, Paroc Group Oy Ab 2010–2015
Member of the Board, YIT Plc 2009–2011
Chairman of the Board, VR-Yhtymä Oy 2008–2011
Member of the Board, Inspecta Group Oy 2007–2015
Member of the Board, LSR Group OJSC 2007–2009
Chairman of the Board, Sponda Plc 2007–2013
Chairman of the Board, Medisize Oy 2006–2011
Chairman of the Board, Nordic Morning Plc / Edita Plc 2005–2013
Vice Chairman of the Board, Kemira Grow How Plc 2004–2007
Vice Chairman of the Board, Stala Group Oy 2003–2004
Chairman, Confederation of Finnish Construction Industries RT (CFCI) 2003–2004
Chairman of the Board, Tecnomen Plc 2001–2009
Member of the Board, Olvi Plc 1999–2010
Member of the Board, TT / Confederation of Finnish Industries (EK) 1998–2004

Primary work experience
CRH Plc, Senior Advisor, Russia, 2007–2008
Scancem International ANS, Deputy Executive Director of the Cement Industry, 1996–1997
Lohja Rudus Oy Ab, CEO, 1994–2007
Euroc Abp, Head of the Concrete and Aggregate Division, 1994–1996
Kone Plc, Regional Director of the Crane Division, 1993–1994 
Euroventures Nordica Ab, Partner 1990–1993
Nokia Plc, different management positions in the U.S. and Finland  1978–1990
Various positions in the forestry and engineering industry 1970–1978

Lager Esa

Member of the Board 2015–
Born 1959
Master of Laws, Master of Science (Economics)
Professional Board Member

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Other current key positions of trust
Member of the Board 2017–, Stockmann plc
Member of the Board 2014–, SATO Plc
Chairman of the Board 2015–, Suomen Teollisuussijoitus Oy
Member of the Board, Alma Media Plc, 2014–
Member of the Board 2011–, Vice Chairman of the Board 2014–, Ilkka-Yhtymä Plc

Previous key positions of trust
Member of the Board 2002–2018, Vice Chairman of the Board 2002–2016, Chairman of the Board 2016–2017, Olvi Plc
Member of the Board 2014–2016, Fennovoima Oy
Vice Chairman of the Board and Member of the Board 2014–2015, Chairman of the Board 2015–2016, SATO Plc
Member of the Board 2014–2015, Suomen Teollisuussijoitus Oy
Member of the Board 1996–2000, 2003–2008, Vice Chairman of the Board 2010–2011 Okmetic Plc

Primary work experience
Deputy CEO, Outokumpu Group 2011–2013
CFO, Outokumpu Group 2005–2013
Director, Financing and Administration, Outokumpu Group 2001–2004
Director, Financing, Outokumpu Group 1995–2000
Vice President, Outokumpu Group 1991–1994
Various specialist and managerial positions, Kansallis-Osake-Pankki, 1984–1990

Mäkelä Tuomo

Member of the Board 2015–
Born 1950
Master of Science, Geologist
CEO and Senior Advisor, Mining, Escanor Oy

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Current positions of trust
Member of the Board, Ferrovan Oy 2017–

Previous key po​sitions of trust
Chairman of the Board, Saga Mining Oy 2008–2018
Chairman of the Board, Outokumpu Metals Off-Take Oy 2011–2016
Member of the Board, Viscaria AB 2009–2016
Member of the Board, Talvivaara Sotkamo Oy 2008–2014
Member of the Board, Scandinavian Minerals Oy 2008
Member of the Board, Northland Resources S.A. 2007–2013
Member of the Board, Endomines AB 2006–2011
Chairman of the Board, OAO Kola Mining 2002–2006
Chairman of the Board, OAO Kivijarvi 2002–2003
Member of the Board, Cia. Minera Zaldívar 1996–1999
Representative for the Confederation of Finnish Industries, Mining Board 2009–2011
Senior Mining Advisor, Suomen Teollisuussijoitus Oy 2004–2014

Primary work experience
Expert and management positions, Outokumpu Group 1975–2/2016 (incl. CEO, Outokumpu Mining Oy 2002–2015)

Fernandez Jesus

Member of the Board 2017–
Born 1976
M. Sc., Finance and investment
Head of Mergers and Acquisitions, Trafigura Group Pte Ltd 2004–

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Other current positions of trust
Non-Executive Director, Nyrstar NV, 2016–
Non-Executive Director, Atalaya Mining Plc, 2015–
Non-Executive Director, Mawson West Ltd., 2015–

Primary work experience
International Power Plc

Henry Emmanuel

Member of the Board 2017–
Born 1973
M. A. Sc., Geostatistics
Co-Head of Mining Group and General Manager of Technical Services, Trafigura Group Pte Ltd 2013–

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Other current positions of trust
Represents Trafigura at various Technical Committees and Company Boards in Europe, Africa, Asia and the Americas

Primary work experience
Expert and management positions, SQM 2011–2013, AMEC 2003–2011, LKAB 1999–2003

Hietanen Matti

Vice Chairman of the Board 2017–
Born 1977
Master of Laws trained on the bench, Master of Science (Economics)

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Other current positions of trust
Vice Chairman of the Board, VTT Technical Research Centre of Finland Ltd 2015–

Previous key positions of trust
Chairman of the Board, Terrafame Ltd. 6/2015–8/2015
Chairman of the Board, Terrafame Group Ltd. 2/2015–8/2015
Member of the Board, Sports Tracking Technologies Oy 2012–2014

Primary work experience
CEO, Finnish Minerals Group 2018–
CEO, Terrafame Group Ltd 2015–2018
Ministerial Counsellor, Ministry of Employment and the Economy  2013–2015
Various positions, Ministry of Education and Culture 2005–2013
Chief Inspector, Ministry of Agriculture and Forestry 2004–2005
Lawyer, Evli Pankki Ltd.j 2003

Mynttinen Riitta

Member of the Board 2018–
Born 1960
Chem. Eng., MBA
Board Professional

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Other current positions of trust
Chairman of the Board, Boreal Plant Breeding Ltd, 2016–
Member of the Board, Tikkurila Oyj, 2011–
Member of the Audit Committee, Tikkurila Oyj, 2012–

Previous key positions of trust
Member of the Board, Mint of Finland, 2010–2017
Member of the Board, Okmetic Oyj, 2015–2016

Primary work experience
Minerals Technologies Inc, Vice President Global Paper PCC, 2009–2015
Minerals Technologies NV, Vice President, Specialty Minerals Europe, 2005–2009
Rohm and Haas Company, various director positions globally, 1998–2005
Ferro Corporation, Corporate Marketing Manager, 1996–1998
Rohm and Haas Company, different positions in paint and printing ink industries, 1987–1996
Scandinavian Paint and Printing Ink Research Institute, 1986–1987
Tikkurila Oyj, Research Chemist, 1984–1986

The Board's main tasks include making major decisions related to the company's operating principles, strategy, investments, organisation and finance.

In its decision-making, Terrafame's Board of Directors shall comply with the legislation in force in Finland and with the statutes and regulations pursuant to law. The Board of Directors shall also comply with the Finnish Corporate Governance Code where applicable.

The Board of Directors has confirmed Rules of Procedure for itself, which define the duties of the Board, its chairman and the Committees. The Rules of Procedure include the following issues: composition of the Board of Directors, election of Board members, responsibilities of the members and the Chairman, meetings and decision-making of the Board, disqualification of members, committees, self-assessment of operations, as well as remuneration of the members. The key content of the Rules of Procedure is described in the Corporate Governance Statement 2015. The Board of Directors conducts an annual self-assessment reviewing its operations and working methods.

According to the Articles of Association, the Board consists of three to seven members. The members are elected by the Annual General Meeting for a term until the close of the next Annual General Meeting. The Annual General Meeting also elects the Chairman of the Board as well as a possible Vice Chairman.

Board Committees

Terrafame Ltd.’s Board has established an Environmental and Health and Safety Committee. According to the Board’s working order, the Committee is responsible for ensuring that Terrafame Ltd. complies with the principles of good corporate and social responsibility, taking into account the critical environmental issues and occupational health and safety perspectives in the mining area. In addition, the Committee is responsible for ensuring compliance with environmental laws and regulations as well as permits granted to operate the mine.

The Committee shall ensure that the health and safety processes and reporting systems introduced by the company are used in such a way that the mine can reach the level of its international competitors. The Committee also ensures that stakeholder information is appropriately acquired and that the local community is kept informed of the events in the mining area and its surrounding areas.