AGM 2022
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 2022, 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 five members including Chairman of the Committee was elected at the Annual General Meeting 2021. Members of the Nomination Committee are James Andersson, Lawrence Burns, Marie Klingspor, Anders Oscarsson and Hugo Stenbeck with Anders Oscarsson as Chairman. The Committee has held several virtual meetings, with additional phone contact and email correspondence among members between meetings. As a basis for its assessment, the Committee has conducted interviews with each Board member about the Board's work, as well as Kinnevik's current strategy and future priorities.
Brian McBride has informed the Nomination Committee that he will not stand for re-election.
Considering the competences added by the election of two new Board members in 2021, the Committee has carefully evaluated if at this time, additional Board members should be added to the Board. Given the unusual circumstances during the pandemic with primarily digital contacts within the Board and very few occasions to meet in person, the Board members have during interviews expressed a desire to consolidate the Board's work prior to adding new Board members. The Committee came to the conclusion that no new Board members will be proposed for election at the Annual General Meeting 2022. However, the aim is to have a Board of 6-7 members over time.
The Nomination Committee's explanatory statement regarding its proposal for election of the Board
The Nomination Committee proposes a Board of five members, a net reduction of one Board member. The Nomination Committee proposes, for the period until the end of Annual General Meeting 2023, re-election of Board members James Anderson, Susanna Campbell, Harald Mix, Cecilia Qvist and Charlotte Strömberg and the re-election of James Anderson as Chairman of the Board. It is noted that James Anderson has participated neither in the Committees handling of the proposal to elect James Anderson as member and Chairman of the Board, nor the handling of proposal to remuneration to the 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 Committee's proposal is compliant with rules 4.4 and 4.5 of the Swedish Corporate Governance Code.
The Committee consider it paramount to keep 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. The Board shall 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 Nomination Committee will continue to identify and attract additional diverse profiles and skills to the Board room. The gender split has in recent years been over 40 percent of the least represented gender. The current proposal is to elect a Board that shall comprise 60 percent female Board members and 40 percent male Board members, a mix between Swedish and international individuals with a broad range of geographical exposure among the Board members, and the kind of investment know-how from predominantly growth businesses, through upturns and downturns and for the long-term.
The Nomination Committee apply 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 mentalities, experience, nationality, gender, professional backgrounds, risk appetites and business disciplines. The Committee is committed to continue its efforts to compose the most competent Board, capable of capturing Kinnevik's full potential.
Information about the proposed members of the Board
Information about all proposed members of the Board of Kinnevik, including the Nomination Committee's assessment of each member's independence, is detailed in the notice to the Annual General Meeting on pages 17-18.
The Nomination Committee's explanatory statement regarding its proposal for election of the Nomination Committee
The Nomination Committee notes that the Annual General Meeting 2021 resolved on an amended instruction for the Nomination Committee whereby the members of the Committee will be appointed by election at the General Meeting. The instruction shall apply until the General Meeting resolves to amend the instruction.
The Nomination Committee proposes that the new Nomination Committee shall consist of five members including the Chairman of the Board and that the Annual General Meeting 2022 elects as members of the Committee Anders Oscarsson, Hugo Stenbeck, Marie Klingspor and Lawrence Burns and that Anders Oscarsson is elected Chairman of the Committee.