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.
Kinnevik’s Board of Directors consist of seven Directors elected by the 2018 Annual General Meeting. 43% of the Directors are women and 71% of the Directors are independent of Kinnevik, management and major shareholders. The CEO is not a member of the Board of Directors
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. 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 Corporate Responsibility Policy adopted by the Board describes Kinnevik’s policy on issues pertaining to social responsibility, environmental considerations and ethics.
A Remuneration Committee, an Audit Committee and a Governance, Risk and Compliance (“GRC”) 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.
Significant issues 2018
Significant issues addressed by Kinnevik’s Board during 2018 include the distribution of Kinnevik’s shares in MTG to its shareholders, the overall strategy and financial performance of Kinnevik and its larger portfolio companies, and Kinnevik’s private investment strategy. As the basis for discussions concerning the listed port-folio companies, Kinnevik’s management presented independent analyses of each company’s strategy, operations and future opportunities within the markets in which they are active. Furthermore, Chief Executive Officers of certain listed portfolio companies held customary investor presentations directly to the Kinnevik Board.
Evaluation of Board performance
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 2018 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 processes, 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.