The Nomination Committee of Investment AB Kinnevik's motivated opinion regarding its proposal of the Board of Directors at the Annual General Meeting in 2015.
In accordance with the resolution of the 2014 Annual General Meeting, Cristina Stenbeck convened a Nomination Committee consisting of members representing the largest shareholders in Kinnevik. The Nomination Committee was comprised of Cristina Stenbeck as Chairman, Andreas M. Stenbeck appointed by Verdere S.à. r.l., Wilhelm Klingspor appointed by the Klingspor family, Edvard von Horn appointed by the von Horn family, James Anderson appointed by Baillie Gifford, and Ramsay Brufer appointed by Alecta. Following the death of Andreas M. Stenbeck on 16 March 2015, Verdere S.à r.l. informed the Nomination Committee that Cristina Stenbeck will act as both Chairman and representative of Verdere S.à r.l. The members of the Nomination Committee have been appointed by shareholders that jointly represent more than 60 percent of the votes in Kinnevik.
The appointment of the Chairman of the Board, Cristina Stenbeck, as Chairman of the Nomination Committee 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 its shareholders' best interests and a natural consequence of Cristina Stenbeck leading the Nomination Committee's work in recent years and of her connection to Kinnevik's largest shareholders.
The Nomination Committee's proposal regarding the Board of Kinnevik
The Nomination Committee proposes:
- That the Board shall consist of seven members.
- The re-election of all current members of the Board except Vigo Carlund who has declined reelection.
- The election of Anders Borg as a 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
- Anders Borg
- Dame Amelia Fawcett
- Wilhelm Klingspor
- Erik Mitteregger
- John Shakeshaft
The Nomination Committee's motivated opinion regarding the proposal
The Nomination Committee has held four meetings, either in person or by telephone, with the customary additional contact between meetings. As the basis for its work, the Nomination Committee reviewed the Company's position and its future strategic priorities, and had the benefit of thorough formal evaluations of both the Board and the Chairman of the Board. In its work, the Nomination Committee has evaluated candidates proposed by shareholders, Committee members and nonexecutive
The Nomination Committee's discussions have focused on the overall Board composition and succession planning, with the aim to further strengthen the mix of skills and experiences present at Board level. In its assessment of the degree to which the current Board fulfils the requirements placed on it the Nomination Committee has, on the basis of inter alia the formal evaluations carried out, assessed the current Board members' experience and expertise as well as the balance of contributions from generalists and sector-specific experts.
Having been notified by Vigo Carlund of his intention not to seek re-election, the Nomination Committee resolved to propose the six existing Board members for re-election and to strengthen the Board by the recruitment of Anders Borg. With his unparalleled market knowledge and global perspective, Anders brings a unique set of competencies to the Board. As Kinnevik continues to expand its existing footprint, Anders will contribute in building an even stronger platform by way of his keen understanding of the dynamics of the emerging markets in which Kinnevik's investee
companies operate. Anders will serve as Deputy Chairman of the Board alongside Dame Amelia Fawcett.
Anders Borg served as Sweden's Minister of Finance between 2006 and 2014. Currently, Anders is an advisor of Citigroup and member of its Nordic Advisory Board, and Chairman of the World Economic Forum's Global Financial System Initiative. The Nomination Committee of Millicom has nominated Anders as a new Non-Executive Director of Millicom to the company's 2015 Annual General Meeting. Prior to his political career, Anders held various jobs in Stockholm's financial market, at Transferator Alfred Berg, ABN Amro Bank and Skandinaviska Enskilda Banken. Anders studied philosophy, economic history and political science at Uppsala University and postgraduate studies in economics at Stockholm University.
The Nomination Committee is of the opinion that the proposed Board members collectively bring a well-balanced contribution of financial and operational skills, deep insight into Kinnevik's portfolio of investee companies, and valuable perspectives originating from other businesses operating in the key regions where Kinnevik is present and active. The Board also exhibits a good mix of shareholder representation and relevant investment, capital allocation and macro-economic experience from a wide
number of important geographies.
In its work, the Nomination Committee gives particular consideration to the importance of increased diversity on the Board, including gender, age and nationality, as well as depth of experiences, 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. The Committee continues to strive for greater diversity and equality on the Board in order to promote its debate around key issues of the Company.
Statement of independence
In the work of preparing its proposal for the 2015 Annual General Meeting the Nomination Committee has evaluated each Board member's independence in accordance with the Swedish Corporate Governance Code. The Nomination Committee has assessed that six out of the seven proposed members of the Board are independent of the Company and its management, and that six out of the seven members of the Board are independent in relation to the Company's major shareholders.
Accordingly, the Nomination Committee's proposed Board composition is compliant with the Board independence rules of the Swedish Corporate Governance Code. Some members of the Board of Kinnevik also serve on the Boards of Kinnevik's investee companies, thus receiving Board fees from these companies. It is the opinion of the Nomination Committee that such remuneration does not affect the assessment of these Directors' independence of Kinnevik. As Kinnevik is an investment company that owns leading ownership stakes in the majority of its investee companies, the Nomination
Committee believes that it is a fundamental advantage that Kinnevik's Board members are represented on its investee companies' Boards and 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.
THE NOMINATION COMMITTEE
INVESTMENT AB KINNEVIK (PUBL)