The Nomination Committee's motivated opinion
In accordance with rule 2.6 of the Swedish Corporate Governance Code, Kinnevik’s Nomination Committee makes the following statement regarding its proposals to the Annual General Meeting 2021, including an account of the Nomination Committee’s work and a description of the diversity policy it has taken to its work.
Kinnevik's Nomination Committee
The Nomination Committee of six members was convened during June 2020. Members of the Nomination Committee has been James Andersson, Ramsay Brufer, Marie Klingspor, Anders Oscarsson, Cristina Stenbeck and Hugo Stenbeck. Anders Oscarsson was elected Chairman. The Committee held a number of virtual meetings, with additional phone contact and email correspondence among members between meetings. As a basis for its assessment, and the Board competency review, the Committee conducted interviews with each Board member about the Board’s work, as well as Kinnevik’s current strategy and future priorities, even probing the broader opportunity for Kinnevik with its current Board. In November, Chairman Dame Amelia Fawcett informed the Committee that she was not available for re-election which was noted and accepted by the Committee. The Deputy Chairman Henrik Poulsen confirmed that he was not available to be considered as a potential Chairman successor. Thereafter, the Nomination Committee appointed two consultants to co-lead an external search process.
Later in the Nomination Committee search process, Wilhelm Klingspor informed the Nomination Committee that he will not stand for re-election.
In its work, the Nomination Committee sought to complement the Board with individuals who represent innovative and global investment excellence. The Nomination Committee undertook to bring a high degree of credibility in the following areas:
- Proven entrepreneurship
- Growth investment experience
- Mix of generalist and niched areas of professional focus
- Individual investment track record across different stages of business
- Global network and local connectivity
- Conviction-based and purpose driven investment logic
- Public and private markets, corporate finance and capital structure expertise
- Swedish Capital Markets insights and observations
- Business creation, sole-expand operations within consumer and tech space
The searches resulted in two distinct profiles: a Chairman elect and one Board member as complement to the Board members that are proposed for re-election.
The Nomination Committee's explanatory statement regarding its proposal for election of the Board
The Nomination Committee proposes a Board of six members, a net reduction of one Board member. The Nomination Committee proposes, for the period until the end of the Annual General Meeting 2022, re-election of Board members Charlotte Strömberg, Brian McBride, Susanna Campbell and Cecilia Qvist and new election of James Anderson and Harald Mix and that James Anderson shall be elected Chairman of the Board. It is noted that James Anderson has not participated in the Nomination Committee's handling of the proposal to elect James Anderson as member and Chairman of the Board.
The Nomination Committee has evaluated independence of the proposed Board members in relation to the company and of major shareholders and has concluded that the Nomination Committee´s proposal is compliant with rules 4.4 and 4.5 of the Swedish Corporate Governance Code.
James Anderson, born 1959. Upon completing his university studies at Oxford, Carleton and Johns Hopkins he joined Baillie Gifford where he became partner in 1987. James led the European Equity Team and co-founded the Long Term Global Growth Strategy in 2003. James also Chaired the International Growth Portfolio Construction Group from its inception in 2003 until 2019. He has been manager of Scottish Mortgage Trust since 2000 and since 2015, joint manager with his colleague. After having been a member of Kinnevik´s Nomination Committee since 2014 James will be replaced by another representative from Baillie Gifford after his proposed election as Chairman at the 2021 Annual General Meeting. James Anderson will retire from his position at Baillie Gifford in April 2022. After his departure, James will remain trustee and member of the Investment Committee at Johns Hopkins University, as Senior advisor to the Board of Antler Group and as Chair of Panmure House Price Panel.
Harald Mix, born 1960. Harald Mix graduated in 1983 from Brown University, Rhode Island, and from Harvard Business School in 1987. He worked in management consulting and private equity at Booz Allen & Hamilton and at First Boston in New York before returning to Europe in 1990. He began his private equity career in 1990 and was one of the co-founders of the Swedish private equity firm Industrikapital where he was active until late 2001. Harald Mix later co-founded Altor Equity Partners in 2003 where he currently is the CEO. He currently also holds positions as Board member of, inter alia, Nordic Leisure Travel Group, Carneo AB and Carnegie Investment Bank.
The two new Board members proposed to be elected are bringing deeper capital allocation and growth investment knowledge and decades of experience from Europe, US, and China. Within those geographies there is also considerable experience identifying creativity, investing in and scaling businesses globally out of Scandinavia. The Nomination Committee aimed to strike a balance between knowledge of audit, accounting and valuation, remuneration and long-term incentive architecture and a mix of perspectives on how to promote long-term decision making among management teams and investment organisations globally.
It was paramount to the Nomination Committee that the strategic focus of Kinnevik remained in the judgment of its Board to continue to make the right long-term investments in partnership with talented entrepreneurs and executives while leveraging its permanent capital base. The Board shall remain opportunistic and disciplined, flexible yet proactive in its pursuit of the next generation of high-growth businesses. In order to achieve this, the Nomination Committee shall keep a conscious focus on investment experience and de-emphasise generalist governance backgrounds for its proposed Board members. The processes put in place by the Board and management over time appear top class so the Board shall instead continue to oversee the execution of strategy, and the company’s capital allocation over time, bringing fresh and bold points of view to the Board’s reasoning.
The decision was made to take away the Deputy Chairman role after the Deputy Chairman decided not to succeed the Chairman at her time of retirement. The Nomination Committee felt strongly that a flat Board structure would promote a more engaged and agile Board dynamic that should benefit Kinnevik. The Nomination Committee identified a Chairman and one new Board member and a group of four current Board members who all will continue to make the time to engage in the investment process and lead the individual Board Committee work with rigour, with responsibility and with a regard for fiduciary duty. It is therefore the recommendation of the Nomination Committee to allocate a portion of the Deputy Chairman role’s extra fee toward the compensation of the Board members. The expectation is that they will be active members of a smaller Board.
The Nomination Committee has been informed the tasks of the Risk Compliance & Sustainability Committee will be taken over by the Audit Committee.
The Nomination Committee will continue to identify and attract additional diverse profiles and skills to the Board room. The recruitment work is already ongoing ahead of 2022. The aim is to have a Board of 6-7 Directors over time. The gender split has in recent years been over 40% of the least represented gender. The current proposal is to elect a Board that shall comprise 50% female members and 50% male members, a strong mix between Swedish and international individuals with a broad range of geographical exposure among the Directors, and lastly but by no means least the kind of investment know-how from predominantly growth businesses, through upturns and downturns and for the long-term. We feel it is this very recognition of what great potential, performance and outcomes are among its Directors and managers that will be Kinnevik’s strategic advantage.
The Nomination Committee applied rule 4.1 of the Swedish Corporate Governance Code as its diversity policy. Accordingly, the Nomination Committee gave particular consideration to the importance of a diverse set of Board members, including their mentalities, experience, nationality, gender, professional backgrounds, risk appetites and business disciplines. The Nomination Committee is committed to continue its efforts to compose the most competent Board, capable of capturing Kinnevik’s full potential.
The Nomination Committee's explanatory statement regarding its proposal for a new instruction, and election of, the Nomination Committee
During this year's work, it has been clear to the Nomination Committee that the proceeding needs to be renewed and changed regarding how the Nomination Committee is appointed.
The Nomination Committee proposes that the Nomination Committee shall be appointed by election at the General Meeting of Shareholders and that the Annual General Meeting resolves on an amended instruction for the Nomination Committee. The proposal includes, inter alia, that the outgoing Nomination Committee prepares proposals for persons to be included in the Nomination Committee based on the shareholding as of the last trading day in February. The incumbent Nomination Committee shall take into consideration its own aim to have a balanced representation of mentality, commercial and governance experience, nationality, gender and from international and Swedish institutions and larger shareholders of Kinnevik such as from the Kinnevik founding families. The Chairman of the Board shall be a member of the Nomination Committee. The members proposed for the meeting shall be presented at the general meeting in the full presentation of the Nomination Committee’s proposals. With this procedure, there will be a clear anchoring and sense of continuity in the work performed by the Nomination Committee.
The Nomination Committee proposes that the new Nomination Committee shall consist of five members including the Chairman of the Board and that at the 2021 Annual General Meeting elects as members of the Committee Anders Oscarsson, Hugo Stenbeck, Marie Klingspor and Lawrence Burns and that Anders Oscarsson is elected Chairman of the Nomination Committee.
Information about the Nomination Committee's proposals and the proposed members of the Board
Information about the Nomination Committee's proposals and all proposed members of the Board of Kinnevik, including the Nomination Committee’s assessment of each member’s independence, is detailed on the page for the Annual General Meeting 2021.