Overview
Board composition
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 2019 Annual General Meeting, following a proposal by the Nomination Committee, Dame Amelia Fawcett, Henrik Poulsen, Wilhelm Klingspor, and Charlotte Strömberg were re-elected members of the Board and Susanna Campbell and Brian McBride were elected as new members 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 in the Annual Report 2019 on pages 41-43. None of the Board members are employed within the Group.
Board work
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 2019 include the distribution of Kinnevik’s shares in Millicom to its shareholders, the new shareholder remuneration policy, the sell-down of a 5 percent stake 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 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 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 Corporate Responsibility Policy adopted by the Board describes Kinnevik’s policy on issues pertaining to social responsibility, environmental considerations 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 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 2019, Kinnevik’s Board of Directors held ten meetings (including the constituent meeting), of which three were extra meetings held via telephone.
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 2019 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.