The Nomination Committee’s motivated opinion regarding the proposal for election of the board
Kinnevik Nomination Committee
In accordance with the procedural guidelines for the Nomination Committee adopted by the 2018 Annual General Meeting, Cristina Stenbeck has convened a Nomination Committee comprising members appointed by Kinnevik's largest shareholders who have wished to appoint a member.
The Nomination Committee comprises Cristina Stenbeck appointed by Verdere S.à r.l. and CMS Sapere Aude Trust; Hugo Stenbeck appointed by AMS Sapere Aude Trust; James Anderson appointed by Baillie Gifford; Ramsay Brufer appointed by Alecta; and Marie Klingspor.
The Nomination Committee appointed Cristina Stenbeck as Chairman of the Nomination 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 major shareholders in Kinnevik.
The Nomination Committee's proposal for election of the Board
The Nomination Committee proposes that the Board shall consist of six (6) members.
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, Dame Amelia Fawcett, Wilhelm Klingspor, Henrik Poulsen and Charlotte Strömberg shall be re-elected as members of the Board, and that Susanna Campbell and Brian McBride shall be elected as new members of the Board.
The Nomination Committee proposes that Dame Amelia Fawcett shall be re-elected as the Chairman of the Board.
In accordance with rule 2.6 of the Swedish Corporate Governance Code, Kinnevik's Nomination Committee states the following opinion regarding its proposals to the Annual General Meeting, including an account of the Nomination Committee's work and a description of the diversity policy it has applied.
The Nomination Committee was convened during summer 2018 and has held a number of meetings in person and by phone, as well as additional contact over email between meetings. As basis for its work and decisions, the Committee has met with the Chairman of the Board and discussed the Board's work during the past year, as well as Kinnevik's strategy and operations, and the requirements it places on the Board's composition and time commitment. The Committee has also taken part of a performance review of the Board, undertaken by its Chairman.
In its work, the Committee has sought to strengthen the Board with complementary experience from venture capital and private equity investing, and operational experience within e-Commerce and TMT. In this pursuit, the Committee managed to identify and attract two persons that bring separate but complementary areas of expertise to the Board – Susanna Campbell and Brian McBride.
Susanna Campbell currently serves as Chairman of Röhnisch Sportswear, Ljung & Sjöberg, and Babyshop Group. She is currently a Board member of Indutrade, Northvolt and Nalka Invest, as well as a member of Norrsken's Investment Committee. Between 2012-2016, she was the Chief Executive Officer of Swedish investment firm Ratos, having joined the company in 2003 from McKinsey & Co. Susanna holds an MSc from Stockholm School of Economics.
Brian McBride is the former Chairman of ASOS, the global online fashion and beauty retailer. He is currently a non-executive director of Wiggle, a private-equity owned online cycling and apparel business, and of AO World, an online retailer specializing in household appliances. Brian also sits on the UK government's Government Digital Service Advisory Board, supporting the delivery of digital quality public services, is a senior adviser at Lazard, and a member of the Advisory Board of Scottish Equity Partners. Prior to assuming Chairmanship of ASOS, Brian was the Managing Director of Amazon UK, and prior to that the Managing Director of T-Mobile UK.
Cristina Stenbeck, Erik Mitteregger and Mario Queiroz have decided not to stand for re-election at the 2019 Annual General Meeting. The addition of Susanna Campbell and Brian McBride brings the Board to a size of six members, representing a well-balanced set of skills and experiences of support to Kinnevik's management team as it continues to deliver shareholder value by building digital businesses through Kinnevik's active ownership model.
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 is committed to continue its efforts to compose the most competent Board, able to promote the debate around Kinnevik's key objectives. The proposed Board consists half of women and half of men, which goes beyond the ambition of 40 percent for each gender presented by the Swedish Corporate Governance Board.
The Nomination Committee has also discussed the level and structure of the Board fees. The Committee has resolved on unchanged fee levels on a per-member level, save for a moderate increase of the remuneration for work in the Board's GRC Committee to reflect increased responsibilities and requirements placed on its members.
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 and in the notice to the 2019 Annual General Meeting.
THE NOMINATION COMMITTEE
Kinnevik AB (Publ)