The Nomination Committee’s motivated opinion regarding the proposal for election of the board
Kinnevik Nomination Committee
In accordance with the resolution of the 2017 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 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 seven members.
- The re-election of Dame Amelia Fawcett, Wilhelm Klingspor, Erik Mitteregger, Henrik Poulsen, Mario Queiroz and Cristina Stenbeck as members of the Board. Tom Boardman, Cynthia Gordon, Lothar Lanz and John Shakeshaft have declined re-election.
- The election of Charlotte Strömberg as a new member of the Board.
- The election of Dame Amelia Fawcett as the 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:
- Dame Amelia Fawcett, Chairman of the Board
- Wilhelm Klingspor
- Erik Mitteregger
- Henrik Poulsen
- Mario Queiroz
- Cristina Stenbeck
- Charlotte Strömberg
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 ensuring continuity in the Board’s Committees and an orderly succession planning, with the aim to normalize the size of the Board as the Nomination Committee advised the 2017 Annual General Meeting.
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 an external evaluation of the Board and its individual members.
The Nomination Committee’s explanatory statement regarding its proposals
In its efforts to increase the Board’s efficiency and agility to increasingly match Kinnevik’s dynamic and vibrant portfolio of investee companies, the Nomination Committee proposes a decrease in the Board’s size from ten to seven Board members. Having agreed to propose Dame Amelia Fawcett as the new Chairman of Kinnevik in December 2017, the Nomination Committee further managed to identify and attract Charlotte Strömberg to the Kinnevik Board.
Charlotte Strömberg currently serves as Chairman of Castellum and as a Board Director of Clas Ohlson, Sofina, Skanska, and Bonnier Holding. She also serves on the Board of Ratos, where she has declined re-election to the 2018 Annual General Meeting. Charlotte is a member of the Swedish Securities Council, and a co-founder of DHS Venture Partners, a venture capital fund backed by Stockholm School of Economics alumni. Charlotte has served as Board Director of several Swedish listed companies within the Financial Services, Retail and Hospitality sectors. During 2006-11, Charlotte served as Chief Executive Officer of the Nordic operations of Jones Lang LaSalle, the global investment management and professional services company specialized in real estate. Prior to joining Jones Lang LaSalle, Charlotte was Head of Equity Capital Markets, and later Head of Investment Banking, at Carnegie Investment Bank. Charlotte holds an MBA from Stockholm School of Economics.
The Nomination Committee is of the opinion that the proposed Board possesses a well-balanced set of skills and experiences that will be of great support to Kinnevik’s management team as it continues to deliver shareholder value by building digital business through Kinnevik’s active ownership model. The addition of Charlotte Strömberg will provide the Board a best-in-class corporate governance and capital markets skill-set, drawing on Charlotte’s distinguished career in the Nordic market spanning multiple industries. The Committee is also pleased that Charlotte has agreed to join the Board’s Audit Committee.
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 a diverse set of Board members, including their gender, age and nationality, as well as their experiences, professional backgrounds and business disciplines. The Committee believes the composition of the proposed Board is fit-for-purpose in respect of the various dimensions of diversity, enjoying a compounding mix of skill-sets and experiences matching Kinnevik’s key priorities. The Committee looks forward to continuing its efforts to compose the most competent Board, promoting the debate around Kinnevik’s key objectives, with a high degree of diversity across all parameters.
Statement on independence
In its work of preparing the proposals to the 2018 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 all proposed members of the Board are independent of the Company and its management, and that five out of 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 serve, or may come to serve, on the Boards of Kinnevik's investee companies, and may receive 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.
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.
THE NOMINATION COMMITTEE
Kinnevik AB (Publ)