In accordance with rule 2.6 of the Swedish Corporate Governance Code, Kinnevik's Nomination Committee makes the following opinion regarding its proposals to the 2023 Annual General Meeting, including an account of the Committee's work and a description of the diversity policy it has taken to its work.
Kinnevik's Nomination Committee
The Nomination Committee of five (5) members including Chairman of the committee was established after election of four (4) members at the 2022 Annual General Meeting. Members of the Nomination Committee has been James Andersson, Lawrence Burns, Marie Klingspor, Anders Oscarsson and Hugo Stenbeck with Anders Oscarsson as Chairman. The Committee has held several virtual meetings, with additional phone contacts and email correspondence among members between meetings. As a basis for its assessment, the Committee has been provided with an internal board assessment and conducted interviews with each Board member about the Board's work, as well as Kinnevik's current strategy and future priorities. Considering the competences added by election of two new board members in 2021, the Committee have carefully evaluated if at this time, additional board members should be added to the Board. The Committee has concluded that no new Board members will be proposed for election at the 2023 Annual General Meeting. However, the aim is still to strive for a Board of six (6) to seven (7) Board members, over time.
The Nomination Committee's explanatory statement regarding its proposal for election of the Board
The Nomination Committee proposes a Board of five (5) members. The Nomination Committee proposes, for the period until the end of the 2024 Annual General Meeting, re-election of the Board members James Anderson, Susanna Campbell, Harald Mix, Cecilia Qvist and Charlotte Strömberg and the re-election of James Anderson as Chairman of the Board. It is noted that James Anderson has participated neither in the Committees handling of the proposal to elect James Anderson as member and Chairman of the Board, nor the handling of the proposal regarding remuneration to the Chairman of the Board.
The Nomination Committee has evaluated independence of the proposed Board members in relation to the company and of major shareholders and has concluded that the Committee's proposal is compliant with rules 4.4 and 4.5 of the Swedish Corporate Governance Code. The Nomination Committee will continue to identify and attract additional diverse profiles and skills to the Board room. The gender split has in recent years been over 40 percent of the least represented gender. The current proposal is to elect a Board that shall comprise 60 percent female non-executives and 40 percent male non-executives, a mix between Swedish and international individuals with a broad range of geographical exposure among the Board members, and the kind of investment know-how from predominantly growth businesses, through upturns and downturns and for the long-term.
The Nomination Committee applied rule 4.1 of the Swedish Corporate Governance Code as its diversity policy. Accordingly, the Committee gave particular consideration to the importance of a diverse set of Board members, including their mentalities, experience, nationality, gender, professional backgrounds, risk appetites and business disciplines. The Committee is committed to continue its efforts to compose the most competent Board, capable of capturing Kinnevik's full potential.
Information about the proposed members of the Board
Information about all proposed members of the Board of Kinnevik, including the Nomination Committee's assessment of each member's independence, is detailed on pages 20-21 in the Notice to the AGM.
The Nomination Committee's explanatory statement regarding election of the Nomination Committee
The Nomination Committee notes that the Annual General Meeting in 2021 resolved on a new instruction for the Nomination Committee whereby the members of the Committee will be appointed by election at the General Meeting. The instruction applies until the General Meeting resolves to amend the instruction.
The Nomination Committee proposes that the new Nomination Committee shall consist of five (5) members including the Chairman of the Board and that at the Annual General Meeting 2023 elects as members of the Committee Hugo Stenbeck, Lawrence Burns, Erik Brändström and Marie Klingspor and that Lawrence Burns is elected Chairman of the Committee.