AGM 2020

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

 

Kinnevik’s Nomination Committee 

In accordance with the procedural guidelines for the Nomination Committee adopted by the 2019 Annual General Meeting, a Nomination Committee has been convened comprising members appointed by Kinnevik’s largest shareholders in terms of voting interest.

The Nomination Committee comprises Cristina Stenbeck appointed by Verdere S.à r.l. and CMS Sapere Aude Trust, Hugo Stenbeck appointed by Alces Maximus 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 at its first meeting.

The Nomination Committee's proposal for election of the Board

The Nomination Committee proposes that the Board shall consist of seven (7) members.

The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, Susanna Campbell, Dame Amelia Fawcett, Wilhelm Klingspor, Brian McBride, Henrik Poulsen and Charlotte Strömberg shall be re-elected as members of the Board, and that Cecilia Qvist shall be elected as new member of the Board.

The Nomination Committee proposes that Dame Amelia Fawcett shall be re-elected as the Chairman of the Board.

Motivated opinion according to the Swedish Corporate Governance Code

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 2019 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 executive experience from international, technology-focused growth companies, as well as experience from venture and growth capital investment. As a result of this pursuit, the Committee proposes the election of one new member to Kinnevik’s Board of Directors – Cecilia Qvist. 

Cecilia Qvist is the Global Head of Markets at Spotify, the world’s largest and most engaging audio platform with more than 100 million premium subscribers, where she oversees the company’s global growth strategy both in existing and new geographies. Before joining Spotify in 2017, Cecilia held senior positions at Ericsson and Swedbank, and she currently also serves on the Board of Catena Media, the online lead generation company listed on Nasdaq Stockholm, where she has declined re-election at the company’s 2020 Annual General Meeting. Cecilia holds an MBA from the University of Edinburgh.

The addition of Cecilia Qvist brings vital insights into how digital platforms engage consumers worldwide, and into how businesses can grow in excess of their market by providing innovative services that drive and cater to changes in customer behaviour. Cecilia also brings valuable perspectives on business development within regulated sectors such as financial services, technology and telecom, as well as public company board experience.

The Nomination Committee is proposing a Board of seven members with a well-balanced set of skills and experiences of value in the Board’s oversight, guidance and support of Kinnevik’s management team as it executes on Kinnevik’s strategy to evolve the portfolio towards a higher proportion of growth companies and re-allocating capital more dynamically to strengthen the composition of Kinnevik’s portfolio. Information about all proposed members of the Board of Kinnevik, including the Nomination Committee’s assessment of each member’s independence, is detailed on pages 19-21 in this notice document. The Nomination Committee continues to work on developing the Board’s composition, and looks forward to propose further changes to the Board, including deepening its expertise and experience from international venture and growth capital investment.

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 of four women and three men, which is in line with the Swedish Corporate Governance Board’s ambition of approx. 40 percent representation of the least represented gender. In consideration of the overall underrepresentation of women in Swedish listed company boards, the Nomination Committee does not perceive a slight underrepresentation of men on Kinnevik’s Board as a matter of contention. The Nomination Committee has also discussed the level and structure of the Board fees, and has resolved on unchanged fee levels on a per-member level. 

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 2020 Annual General Meeting.

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April 2020

THE NOMINATION COMMITTEE

Kinnevik AB (Publ)