According to the Company’s articles of association (the “Articles of Association”), the Board of Directors shall consist of three to ten members elected by the shareholders at a general meeting. In addition, by law employee organizations are entitled to appoint two ordinary members and an equivalent number of substitutes.
The Board of Directors currently consists of six members elected by the annual general meeting held on May 11, 2017 for the period until the end of the 2018 annual general meeting. There are currently two employee representatives appointed to the Board of Directors of the Company. No deputy employee representatives have been appointed to the Board of Directors of the Company.
Pursuant to the requirements of the Swedish Code of Corporate Governance (the “Code”), more than half of the members of the Board of Directors elected by the general meeting must be independent of the Company and the management of the Group (the “Group Management”). This requirement does not apply to employee representatives. There is no defined standard as to what is meant by “independent”, but the independence of a member of the Board of Directors may be questioned, for example, in cases where the member of the Board of Directors, directly or indirectly, has extensive business contacts or other extensive financial dealings with the Company. An overall assessment of a Board member’s relationship to the Company shall be made in each individual case. As regards the composition of the Company’s Board of Directors, no member of the Board of Directors is employed by the Company or any other company in the group. All members of the Board of Directors are considered independent of the Company and the Group Management. Regarding the independence of the Board of Directors, the Code further requires that at least two of the Board members elected by the general meeting must be independent of the Company’s principal shareholders. Principal shareholders, as defined in the Code, are shareholders who directly or indirectly control 10% or more of the shares or votes in the Company. See “Share Capital and Ownership Structure” for information on the principal shareholders of the Company. Those Board members must also be independent of the Company and the Group Management based on the individual assessment described above. A Board member is not deemed independent of principal shareholders if he or she is employed by or serves as a Board member of a company which is a principal shareholder. When determining whether a Board member is independent of a principal shareholder or not, the extent of the Board member’s direct and indirect relations with the principal shareholder is taken into consideration. Four members of the Board of Directors elected by the annual general meeting who are independent of the Company and Group Management are independent of the Company’s principal shareholders. Thus, the Company meets the requirements of the Code regarding the independence of the Board in relation to the Company, the Group Management and the Company’s principal shareholders.
The members of the Board of Directors, their year of birth, the year of their initial election, their position, whether or not they are considered independent as defined in the Code in relation to the Company as well as in relation to principal shareholders and their shareholdings in the Company, are set forth in the table below.
|Name||Year of birth||Board member since||Position||Independent of the Company and the Group Management||Independent of principal shareholders||Shareholdings in the Company|
|Carl Johan Falkenberg||1975||2009||Member||Yes||Yes||176,797|