The Nomination Committee's motivated opinion regarding the proposal for election of the Board at the 2016 Annual General Meeting
Kinnevik Nomination Committee
In accordance with the resolution of the 2015 Annual General Meeting, Cristina Stenbeck convened a Nomination Committee consisting of members appointed by the largest shareholders in Kinnevik. The Nomination Committee is comprised of Cristina 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.
The Nomination Committee appointed Cristina Stenbeck as Chairman of the Committee. This appointment deviates from the Swedish Corporate Governance Code. The other members of the Nomination Committee have explained the appointment as being in Kinnevik'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 shareholder.
The Nomination Committee's proposal for election of the Board
The Nomination Committee proposes:
- That the Board shall consist of nine members.
- The re-election of all current members.
- The election of Lothar Lanz and Mario Queiroz as new members of the Board.
- The election of Tom Boardman as new 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:
- Tom Boardman, Chairman of the Board
- Anders Borg
- Dame Amelia Fawcett
- Wilhelm Klingspor
- Lothar Lanz
- Erik Mitteregger
- Mario Queiroz
- John Shakeshaft
- Cristina Stenbeck
The Nomination Committee's work
The Nomination Committee has held five meetings, with additional candidate interviews and Committee discussions between meetings. The Nomination Committee's work has primarily focused on the continued development of the overall Board composition as well as on succession planning, with the aim to further strengthen the mix of skills and experiences present at Board level, and the best use thereof.
In its assessment of the degree to which the current Board meets the requirements placed on it, the Nomination Committee reviewed the current Board members' ability to devote the necessary time and commitment required, as well as the balance and diversity of contributions of experiences from different business sectors and regions. The Committee also had the benefit of a formal evaluation of the Board and its individual members.
The Nomination Committee's explanatory statement regarding its proposals
Having been informed by Cristina Stenbeck that she had decided not to seek re-election as Chairman of the Board and instead transition into the role of an ordinary Board member, the Nomination Committee resolved to propose the election of Tom Boardman as new Chairman of the Board. The Nomination Committee is of the opinion that Tom, who has been an active member on the Kinnevik Board for the last five years, with his extensive experience as a public company nonexecutive director will be an excellent successor to the chairmanship of Kinnevik. Since he joined the Board, Tom has contributed with his experience from leading and building companies across multiple industries such as telecommunications, financial services, and retail. Further, his founder and CEO background brings a valuable perspective to the operational work of Kinnevik.
In its efforts to further develop the mix of skill-sets and experiences present at Board level to increasingly match the priorities of Kinnevik, the Nomination Committee managed to identify and attract two individuals who will bring two sets of separate but complementary experiences and areas of expertise to the Board – Lothar Lanz and Mario Queiroz. As a result, the Nomination Committee resolved to propose an increase in the Board's size from seven to nine members.
Lothar Lanz has been a Supervisory Board Member and Chairman of the Audit Committee of Zalando since 2014. On 1 March 2016, Zalando announced that Lothar had been nominated to become Chairman of the Supervisory Board effective after the 2016 Annual General Meeting. He is also a Supervisory Board Member of Axel Springer, TAG Immobilien and Home24. Lothar was Chief Financial and Operating Officer at Axel Springer between 2009 and 2014, after having spent 12 years at ProSiebenSat.1 Media as Chief Financial Officer. Lothar is a German national and graduated with a Master of Commerce after studies in Business Administration in Stuttgart and Berlin.
Mario Queiroz is Vice President of Product Management at Google, where he is responsible for the Chromecast and Android TV businesses. Previously at Google, Mario led Android product management, including key elements of the operating system, mobile applications, Android Market, and Google's first Nexus smartphone. Prior to joining Google in 2005, Mario held a number of positions at Hewlett-Packard during his 16 years with the company, including Vice President of Operations and Senior Director of Global eCommerce. Between 2008 and 2013, Mario served as non-executive director of Metro International. Mario is a Brazilian and a US national and graduated with BSc and MSc degrees in Electrical Engineering from Stanford University.
The Nomination Committee is of the opinion that the proposed Board members will collectively contribute with a well-balanced set of financial and operational skills, deep insight into the challenges and opportunities of Kinnevik's portfolio of investee companies, and valuable perspectives originating from the key regions wherein Kinnevik is present and active. The addition of Lothar Lanz will bring experience in building European businesses within the digital media sector, an increased connectivity to Germany, and complementary competencies to the Board's already strong Audit Committee with his nearly 20 years of experience as a Chief Financial Officer. Mario Queiroz, on the other hand, will bring a unique perspective on the product-oriented, technological, and innovative aspects of Kinnevik's existing and future investments in digital consumer businesses.
In its work, the Nomination Committee gives particular consideration to the importance of an increased diversity on the Board, including gender, age and nationality, as well as depth of experiences, professional backgrounds and business disciplines. The Committee believes the composition of the proposed Board is fit-for-purpose in respect of different nationalities and backgrounds, and enjoys a compounding mix of skill-sets and experiences matching Kinnevik's key priorities. This notwithstanding, the Committee will increasingly pursue greater gender diversity as part of its efforts to compose the most competent Board in order to promote its debate around the Kinnevik's fundamental objectives.
Statement on independence
In its work of preparing the proposals to the 2016 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 eight out of the nine proposed members of the Board are independent of the Company and its management, and that seven out of the nine 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.com.
INVESTMENT AB KINNEVIK (PUBL)
THE NOMINATION COMMITTEE