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 2020 Annual General Meeting, following a proposal by the Nomination Committee, Dame Amelia Fawcett, Henrik Poulsen, Susanna Campbell, Wilhelm Klingspor, Brian McBride, and Charlotte Strömberg were re-elected members of the Board and Cecilia Qvist was elected as a new member of the Board. The Annual General Meeting further elected Dame Amelia Fawcett as Chairman of the Board. At its constituent meeting, the Board appointed Henrik Poulsen as Deputy 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 50-52 in the Annual Report 2020. 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 2020 include the sell-down of a 4 percent stake in Zalando, the SEK 1.9bn extraordinary cash distribution to shareholders, 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.
As in previous years, a People & Remuneration Committee, an Audit Committee and a Risk, Compliance & Sustainability Committee have been established within the Board. These commit- tees 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 2020, Kinnevik’s Board of Directors held ten meetings (including the constituent meeting), of which two were extra meetings. Due to the Corona virus 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. Every three years 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 2020 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.