AGM 2014

Investment AB Kinnevik Nomination Committee's motivated opinion regarding the proposal for election of the Board at the 2014 Annual General Meeting.

 

Background

In accordance with the resolution of the 2013 Annual General Meeting regarding procedure for the Nomination Committee, Cristina Stenbeck has convened a Nomination Committee consisting of Cristina Stenbeck and members appointed by the largest shareholders in Kinnevik; Max Stenbeck, appointed by Verdere S.à.r.l., Wilhelm Klingspor, appointed by the Klingspor family, Ramsay Brufer, appointed by Alecta, and Edvard von Horn, appointed by the von Horn family. The four members of the Nomination Committee appointed by shareholders in Kinnevik jointly represent more than 50 percent of the total votes in Kinnevik.

The Chairman of the Board, Cristina Stenbeck, has been elected Chairman of the Nomination Committee, an appointment that deviates from the Swedish Corporate Governance Code. The other members of the Nomination Committee have explained the appointment as being in the Company's and shareholders' best interests and a natural consequence of Cristina Stenbeck leading the Nomination Committee's work in recent years, as well as her connection to Kinnevik's largest shareholders.

 

The Nomination Committee's proposal regarding the Board of Kinnevik

The Nomination Committee's proposes that the Board shall have the following composition:

  • The Board shall consist of seven members.
  • The re-election of all current members of the Board except Lorenzo Grabau and Allen Sangines-Krause who have declined re-election.
  • The election of John Shakeshaft as new member of the Board.
  • The re-election of Cristina Stenbeck as Chairman of the Board.

The Nomination Committee's proposal is thus that the following persons are elected to the Board of Kinnevik for a term of office until the end of the next Annual General Meeting:

  • Cristina Stenbeck, Chairman of the Board
  • Tom Boardman
  • Vigo Carlund
  • Dame Amelia Fawcett
  • Wilhelm Klingspor
  • Erik Mitteregger
  • John Shakeshaft

 

The Nomination Committee's motivated opinion regarding the proposal

The Nomination Committee held 5 meetings, with additional discussion in between the meetings. As the basis for its work, the Nomination Committee reviewed the Company’s position, its future strategic priorities, the written evaluation of the Board’s work, as well as the one of the Chairman of the Board. The discussion focused on the overall Board composition as well as on the expertise required from individual members. The assessment focused on the current Board members’ experience and expertise and on the need for a balanced contribution between generalists and sector specific experts.

The current Board has a balanced contribution of financial and operational skills, good insight into Kinnevik’s portfolio of investee companies, and a valuable perspective originating from other companies operating in key regions where Kinnevik is active. The Board also has a good mix of shareholder representation, and relevant investment and capital allocation experience from several important geographies.

Having been notified by Lorenzo Grabau and Allen Sangines Krause of their intention not to seek re-election, the Nomination Committee has concluded to propose for re-election six of the existing Board members and to strengthen the Audit Committee by recruiting John Shakeshaft, an experienced and seasoned Audit Committee Chairman who has served for more than 10 years on the Board of one of Kinnevik’s core listed holdings, Tele2. The Nomination Committee has concluded that John Shakeshaft’s experience in financial services, recent leadership roles across a number of Audit Committees and his capabilities in assessing and managing risk will be of significant benefit to Kinnevik’s Audit Committee.

The Nomination Committee has also concluded to propose to re-elect Cristina Stenbeck as Chairman of the Board.

The Nomination Committee is of the opinion that the proposed Board includes individuals that possess strong individual experience of strategically important areas for Kinnevik, such as the management of listed and unlisted companies, as well as geographic markets and sector specific competencies. In its work, the Nomination Committee has considered and discussed the importance of diversity on the Board, including gender, age, nationality, and professional backgrounds and business disciplines. In the view of the Nomination Committee, the composition of the proposed Board is fit-for-purpose in this respect, as it reflects a wide range of nationalities and backgrounds, and a solid mix of men and women with highly relevant skill-sets to match the priorities of the Company.

 

Election of John Shakeshaft

John Shakeshaft brings to the Kinnevik Board an excellent combination of both financial services and telecom experience. He also brings a deep understanding of audit, risk assessment and compliance processes, as well as relevant valuation experience that will contribute to the Audit Committee’s work. As Lorenzo Grabau and Allen Sangines-Krause have both declined re-election, it is proposed that John Shakeshaft will Chair an Audit Committee of three individuals, working with current members Erik Mitteregger and Tom Boardman.

John Shakeshaft has over twenty-five years of global financial services expertise, having held various leadership positions at ABN AMRO (2004-2006), Cardona Lloyd (2002-2004), Lazard LLC (2000-2002) and Barings Bank (1994-2000). John Shakeshaft has also been the Chairman of Ludgate Environmental Fund Ltd since 2007, Board member of Tele2 AB since 2003, Board member of Economy Bank NV since 2004, Board member of TT Electronics Inc since 2007, member of the investment committee of Corestone AG since 2006 and Investment Director of Valiance LLP since 2007. John Shakeshaft is also a member of the Council of Cambridge University. John Shakeshaft holds a master’s degree from Cambridge University.

 

Statement of independence

The Nomination Committee continuously monitors and evaluates each Board member's independence according to the Swedish Corporate Governance Code. In the work of preparing its proposal for the 2014 Annual General Meeting the Nomination Committee has assessed that all proposed members of the Board are independent of the Company and its management. Six out of the seven members of the Board are also independent in relation to the Company's major shareholder. Accordingly, the Nomination Committee's proposal of the Board is compliant with the rules of the Swedish Corporate Governance Code regarding independence.

Some Members of the Board are also members of the board of Kinnevik's portfolio companies and receive Board remuneration from these companies. It is the opinion of the Nomination Committee that such remuneration does not affect the Directors’ independence in relation to Kinnevik. As Kinnevik is an investment company that owns leading ownership stakes in most of its investee companies, the Nomination Committee believes that it is actually a fundamental advantage to have Kinnevik Directors represented on several of its investee companies’ Boards or regional Advisory Boards.

 

Information about the proposed members of the Board

Detailed information about all persons proposed as members of the Board of Kinnevik, including the Nomination Committee's assessment of each member's independence, may be found on the Company's website at www.kinnevik.se.

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April 2014

Investment AB kinnevik (Publ), The Nomination Committee