The members of the Nomination Committee represent around CORPORATE GOVERNANCE
46 percent of the votes in AAK. The decision also included the
opportunity to change the composition of the Nomination Committee
82
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
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,
Skrivaregatan 9, SE-215 32 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
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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 setting 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 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 pres-
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including instructions to the CEO and the establishment of require-
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the Board on a continuous basis; to ensure 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 there are effective systems for follow-up and
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set goals; to follow up and evaluate the company’s development
and to recognize and support the work of the CEO in carrying out
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company’s compliance with legislation and other rules applicable
to the operation of the company, to ensure the required ethical
guidelines are set for the company’s behavior; 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 2017, he
conducted surveys of the members and, based on this and interviews
in the previous year, analyzed the results. The results of the
surveys were 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.
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, four members were re-elected and three new members
were elected. Mikael Ekdahl was appointed Chairman of the Board
of Directors. At the statutory Board meeting following the Annual
General Meeting, the Board chose to appoint an Audit Committee
and a Remuneration Committee. Gun Nilsson was appointed Chair
of the Audit Committee and Lillie Li Valeur and Märta Schörling
Andreen were appointed members. Mikael Ekdahl was appointed
Chairman of the Remuneration Committee and Märta Schörling
Andreen was appointed member. Mikael Ekdahl is also Chairman
of the Board of Melker Schörling AB (publ.), which holds around
32.9 percent of the votes in AAK. Mikael Ekdahl cannot, therefore,
be considered to be independent in relation to major shareholders
in the Company in accordance with the Code. Märta Schörling
Andreen, a member of the Board of Directors of Melker Schörling
AB, and Gun Nilsson, CEO of Melker Schörling AB, also cannot be
considered to be independent in relation to AAK’s major shareholders.
The other three members elected by the Annual General
Meeting, Bengt Baron, 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.
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least two Board members who are independent of the Company
and the Company management shall also be independent of the
Company’s major shareholders. Fredrik Nilsson, CFO and acting
CEO, acts as secretary to the Board. The application and result of
the diversity policy are described on the Company’s website in the
Nomination Committee’s reasoned statement regarding proposals
to the Board of AAK AB (publ.).
Working practices
The Board’s working practices, containing instructions for the
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reporting, are updated and adopted annually. Board meetings
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and matters relating to capital structure. Business area managers
and other senior executives report on business plans and strategic
issues on a continual basis.