Board members are elected at the Annual General Meeting for a period ending at the close of the next Annual General Meeting. The Articles of Association contains no restrictions pertaining to the eligibility of Board members. According to the Articles of Association, the number of Board members can be no less than three and no more than twelve members elected by shareholders.
At the 2021 Annual General Meeting, following a proposal by the Nomination Committee, Susanna Campbell, Brian McBride, Cecilia Qvist and Charlotte Strömberg were re-elected members of the Board and James Anderson and Harald Mix were elected new members of the Board. The Annual General Meeting further elected James Anderson as Chairman of the Board.
The independence of Board members in relation to the Company and its management, and to the major shareholders of the Company, is specified on pages 60-61 in the Annual Report 2021. None of the Board members are employed within the Group.
Kinnevik’s Board of Directors is responsible for the overall strategy of the Group and for organizing its administration in accordance with the Swedish Companies Act. The Board’s work and delegation procedures, instructions for the Chief Executive Officer, and reporting instructions are updated and approved at least annually following the Annual General Meeting.
Significant issues addressed by Kinnevik’s Board during 2021 include the distribution of the entire holding in Zalando, the overall strategy and financial performance of Kinnevik and its private investment strategy. As the basis for discussions concerning the listed portfolio companies, Kinnevik’s management presented independent analyses of certain companies’ strategies, operations and future opportunities within the markets in which they are active. Furthermore, Chief Executive Officers of certain unlisted portfolio companies held customary investor presentations and discussions with the Kinnevik Board.
Compliance with laws and regulations, responsibility and market confidence in Kinnevik are some of the key issues which the Board actively focuses on. Kinnevik’s Code of Conduct and Sustainability Policy, both adopted by the Board, describes Kinnevik’s policy on issues pertaining to social responsibility, environmental considerations, governance and ethics.
In 2021, a People & Remuneration Committee and Audit & Sustainability Committee, replacing the Risk, Compliance & Sustainability Committee, have been established within the Board. These committees are preparatory bodies of the Board and do not reduce the Board’s overall responsibility for the governance of the Company and decisions taken. The General Counsel and Company Secretary, Mattias Andersson, is responsible for ensuring that rules of procedure are complied with, and all Board members can turn to the Secretary for advice and assistance in their Board work.
During 2021, Kinnevik’s Board of Directors held twelve meetings (including the constituent meeting), of which four were extra meetings. Due to the Covid-19 pandemic, all meetings were held via telephone and/or videoconference.
Evaluation of the work of the Board of Directors
The Board complies with an annual performance review process to assess how well the Board, its committees and processes are functioning and how they might be improved. In certain years and upon request by the Board or Nomination Committee, a more extensive Board evaluation is undertaken either by an independent Board member or an external consultant.
The evaluation of the Board’s work during 2021 was conducted internally by the Chairman of the Board by way of a questionnaire, covering areas such as the Board’s performance against its key duties, the Board’s composition and process, as well as the performance of individual Board members. The results of the evaluation were presented to the Nomination Committee by the Chairman of the Board, and were also reported in full to the Nomination Committee in writing.