The members of the Nomination Committee represent around 50,5 percent of the votes in AAK. The decision also included the opportunity to change the composition of the Nomination Committee 78 in the event of a change in ownership. During the year, the Nomination Committee held one minuted meeting. At this meeting, the Chairman reported on the evaluation work, whereupon the Nomination Committee discussed any changes and new recruitment. The Nomination Committee has been contactable by letter with proposals from shareholders. The members of the Nomination Committee have not received any remuneration from AAK for their work. Shareholders who wish to contact the Nomination Committee can send letters addressed to AAK AB (publ.), Valberedningen, Jungmansgatan 12, SE-211 19 Malmö, Sweden. The Board of Directors and its activities The tasks of the Board are regulated in the Swedish Companies Act and the Articles of Association. In addition to this, the work of the Board is regulated by the working practices adopted by the Board each year. The procedural rules of the Board also regulate the distribution of work and responsibilities between the Board, the Chairman of the Board and the CEO and also include procedures for financial reporting by the CEO to the Board. According to the current working practices, the Board shall meet at least six times each year, including a statutory meeting following election held immediately after the Annual General Meeting. The tasks of the Board shall include decisions related to strategies, business plans, budgets, interim reports and year-end reports for AAK. The Board shall also monitor the work of the CEO, appoint and dismiss the CEO and decide on important changes to AAK’s organization and operation. The most important tasks of the Board are to set the overriding goals for the company’s operation and to decide on the company’s strategy for achieving the goals; to ensure that the company has an effective executive management team and appropriate remuneration terms; to ensure the transparency and accuracy of the company’s external reporting; and that external reporting provides a fair presentation of the company’s performance, profitability and financial position and exposure to risk; to monitor the financial reporting, including instructions to the CEO and the establishment of requirements for the content of the financial reporting to be submitted to the Board on a continuous basis; to ensure that the company’s insider policy and logging procedures are adhered to in accordance with legislation and the guidelines of the Swedish Financial Supervisory Authority; to ensure that there are effective systems for follow-up and control of the company’s operational and financial position against set goals; to follow up and evaluate the company’s development and to recognise and support the work of the CEO in carrying out the required measures; to ensure that there is sufficient control of the company’s compliance with legislation and other rules applicable to the operation of the company, to ensure that the required ethical guidelines are set for the company’s behaviour; and to propose to the Annual General Meeting any dividend, repurchase of shares, redemption or other proposals falling within the competence of the Annual General Meeting. The Chairman of the Board of Directors is responsible for evaluating the work of the Board. During 2015, he conducted surveys of the members and, based on this and interviews in the previous year, analysed the results. The result was then presented and discussed on the Board and on the Nomination Committee as the basis for assessing the size and composition of the Board. The evaluation focused on Board work in general and on the contributions of individual members, including the Chairman of the Board and the CEO. The Board evaluations clearly contributed to continued development of the work of the Board and the committees. CORPORATE GOVERNANCE Shareholders Annual General Meeting Board of Directors CEO and Group Management Group Functions Business Areas Food Ingredients Chocolate & Confectionery Fats Technical Products & Feed Nomination committee Remuneration Committee External Audit Audit Committee Composition of the Board Under the Articles of Association, AAK’s Board shall consist of at least three and at most ten members. The current Board consists of six members elected by the Annual General Meeting. Under Swedish law, employee organizations have a right to be represented on the Board, and have appointed two ordinary members and two deputies. In accordance with the proposal by the Nomination Committee, five members were re-elected and one new member was elected. Melker Schörling was appointed Chairman of the Board. At the statutory Board meeting following the Annual General Meeting, the Board chose to appoint an Audit Committee and a Remuneration Committee. Ulrik Svensson was appointed Chairman of the Audit Committee and Lillie Li Valeur was appointed member. Melker Schörling was appointed Chairman of the Remuneration Committee and Ulrik Svensson was appointed member. Melker Schörling is also Chairman of the Board of Melker Schörling AB (publ.), which holds around 32.9 percent of the votes in AAK. Melker Schörling cannot, therefore, be considered to be independent in relation to major shareholders in the Company in accordance with the Code. Märta Schörling is also a member of the Board of Directors of Melker Schörling AB and cannot, therefore, be considered to be independent in relation to AAK’s major shareholders. Nor can Ulrik Svensson, who is CEO of Melker Schörling AB, be regarded as independent in relation to the major shareholders in the Company. The President and Chief Executive Officer Arne Frank is, in his capacity as Chief Executive Officer and an employee of the Company, not independent in relation to the Company management. The other two members elected by the AGM, Marianne Kirkegaard and Lillie Li Valeur, are independent in relation to AAK, the Company management and the Company’s major shareholders in accordance with the Code. The Board therefore fulfils the requirement of the Code that at least two Board members who are independent of the Company and the Company management shall also be independent of the Company’s major shareholders. Mikael Ekdahl acts as secretary to the Board. Working practices The Board’s working practices, containing instructions for the division of work between the Board and the CEO and for financial reporting, are updated and adopted annually. Board meetings consider the financial reporting and monitoring of day-to-day business operations and profitability trends, as well as goals, strategies for the business operation, acquisitions and significant investments and matters relating to capital structure. Business area managers and other senior executives report on business plans and strategic issues on a continual basis.
AAK Annual Report 2015
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