AGM 2017

The Nomination Committee’s motivated opinion regarding the proposal for election of the board


Kinnevik Nomination Committee

In accordance with the resolution of the 2016 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. As Cristina Stenbeck is also a member of the Board, this appointment 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 shareholder.

The Nomination Committee’s proposal for election of the Board

The Nomination Committee proposes:

  • That the Board shall consist of eleven members.
  • The re-election of all current members of the Board.
  • The election of Cynthia Gordon and Henrik Poulsen as new members of the Board.
  • The re-election of Tom Boardman 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:

  • Tom Boardman, Chairman of the Board
  • Anders Borg
  • Dame Amelia Fawcett
  • Cynthia Gordon
  • Wilhelm Klingspor
  • Lothar Lanz
  • Erik Mitteregger
  • Henrik Poulsen
  • Mario Queiroz
  • John Shakeshaft
  • Cristina Stenbeck

The Nomination Committee’s work

The Nomination Committee has held four 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 motivated opinion regarding its proposals

In its efforts to further develop the mix of skill-sets and experiences present at Board level to increasingly match the strategic priorities of Kinnevik and its investee companies, the Nomination Committee managed to identify and attract two individuals who will bring complementary experiences and areas of expertise to the Board – Cynthia Gordon and Henrik Poulsen. In order to ensure continuity in the Board’s Committees and an orderly succession planning, the Nomination Committee resolved to propose a temporary increase of the Board’s size from nine to eleven members.

Cynthia Gordon is currently a member of the Board of Tele2 and was until February 2017 CEO of the Africa Division at Millicom. Prior to joining Millicom in 2015, Cynthia spent three years at MENA and Asia Pacific telecommunications company Ooredoo as Chief Commercial Officer, and also spent nine years at Orange as Vice President, Business between 2001 and 2006, and Vice President, Partnerships and Emerging Markets between 2009 and 2012. Between 2007 and 2009, Cynthia was Chief Commercial Officer at the Russian/Eastern European communications company MTS. Cynthia is a British national and holds a BA Business Studies Degree.

Henrik Poulsen is the Chief Executive Officer of Dong Energy, the global leader in offshore wind power. Prior to joining Dong Energy in 2012, Henrik was the Chief Executive Officer of Danish telecommunications company TDC between 2008 and 2012, and also spent one year at KKR & Co after seven successful years at Lego. Henrik is a Danish national and graduated with BSc and MSc degrees in International Business and Finance & Accounting from Aarhus School of Business.

The Nomination Committee is of the opinion that the proposed Board members will collectively contribute with a balanced set of financial and operational skills, and deeper insight into the challenges and opportunities of Kinnevik and its investee companies. The addition of Cynthia Gordon will bring more than twenty years of telecommunications sector experience and an increased connectivity to digital lifestyle consumers across emerging markets. Henrik Poulsen, with his experience of leading a large-scale transformation and subsequent stock market listing as CEO, will help guide Kinnevik’s investee companies and the Board will benefit greatly from his strategic and operational perspective on the rapidly developing Nordic telecommunications, media and technology landscape.

In its work, the Nomination Committee applies rule 4.1 of the Swedish Corporate Governance Code as its diversity policy. Accordingly, the 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 with respect to different nationalities and backgrounds, and enjoys a compounding mix of skill-sets and experiences matching Kinnevik’s key priorities. This notwithstanding, in its efforts to compose the most competent Board and to promote the Board’s debate around Kinnevik’s fundamental objectives the Committee will increasingly pursue greater gender balance.

Statement on independence

In its work of preparing the proposals to the 2017 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 ten out of the eleven proposed members of the Board are independent of the Company and its management, and that nine out of the eleven 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.

___________

April 2017
THE NOMINATION COMMITTEE
KINNEVIK AB (PUBL)