Clariant and SABIC announced the signing of a governance agreement that determines the principles of Clariant’s future governance, defines SABIC’s position as a strategic anchor shareholder and confirms Clariant’s independence as a publicly-listed company under Swiss corporate governance. SABIC recently completed the purchase of a 24.99 % stake in Clariant.
At the Extraordinary General Meeting scheduled for 16 October 2018, it will be proposed to expand the Clariant Board of Directors to 12 members of which four Board members will be nominated by SABIC. Furthermore, it will be proposed that Hariolf Kottmann will become the new chairman of the Board, succeeding Rudolf Wehrli. Kottmann will resign from his position as Clariant CEO on 16 October 2018. SABIC’s current Specialties Executive Vice President Ernesto Occhiello has been appointed as new CEO of Clariant, effective 16 October 2018.
“With the addition of SABIC as a shareholder, Clariant now has two strong independent anchor shareholders with significant experience in the chemical industry. This will allow Clariant to accelerate its strategic path of growth in the specialty chemicals industry. Together with Ernesto Occhiello, the Board looks forward to writing the next chapter in Clariant’s success story,” said Kottmann.
Kottmann, as new chairman of the Board, will continue to shape Clariant’s successful strategic development, based on his 10-year-experience as the company’s CEO and a 35-year track record in the industry.
Under the proposal to be submitted to the Extraordinary General Meeting, the Board of Directors shall be comprised of 12 members. Rudolf Wehrli, chairman of the Clariant Board of Directors and Professor Peter Chen, Clariant Board of Directors member, will resign their positions on 16 October 2018. As a significant, long-term oriented strategic anchor shareholder, SABIC will be entitled to nominate four representatives to Clariant’s Board of Directors, who will be voted on at the Extraordinary General Meeting. The new CEO will not be part of the Board of Directors.
The four proposed members for the Board of Directors are: Abdullah Mohammed Alissa, Calum MacLean, Geoffery Merszei and Khaled Hamza Nahas.
The changes in governance will not affect other elements of the governance structure of Clariant. The registered seat of Clariant shall continue to be in Muttenz, Switzerland, its headquarters and corporate center in Pratteln, Switzerland. Clariant shares will remain listed on the SIX Swiss Exchange.
“Clariant is a strong company with an impressive track record which will continue on its successful path with Hariolf Kottmann as the new chairman. Specialty chemicals are an important building block for SABIC’s strategy. We see ourselves as a responsible long-term oriented strategic shareholder, and the Governance agreement underlines our commitment to create value for all stakeholders,” said SABIC CEO Yousef Al-Benyan.