83
Remuneration and audit issues are prepared within the respective
committees. The Board holds a statutory meeting immediately after
the Annual General Meeting. At this meeting, the Board’s working
practices are also adopted, as are the instructions to the CEO and
the Committees and other internal management instruments. The
current Board held its statutory meeting on May 17, 2017, at which
meeting all members were in attendance.
Chairman of the Board
At the Annual General Meeting held on May 17, 2017, Mikael
Ekdahl was elected Chairman of the Board. The role of the Chairman
of the Board is to lead the work of the Board and ensure the
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of the business in dialogue with the CEO, and is responsible for
ensuring the other members continuously receive the information
required to carry out the work on the Board, maintaining the
required quality and in accordance with the Swedish Companies
Act and other applicable laws and ordinances, the Articles of Association
and the working practices of the Board. The Chairman is
responsible for ensuring the Board constantly develops its knowledge
about the Company, that an evaluation of the Board’s work is
carried out and that the Nomination Committee is provided with this
evaluation. The Chairman shall also participate in evaluation and
development issues relating to senior executives in the Group.
The work of the Board in 2017
The Board held 13 meetings during the year. All business area
managers reported on the goals and business strategies of the
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and organization. Decisions have been made relating to investments,
acquisitions and disposals. Other areas handled are the
Group’s work on raw materials supply, risk management and the
Company’s strategy for capital structure and borrowing.
Attendance at Board and committee meetings in 2017
Member
Board of
Directors Audit Committee
Remuneration
Committee
Number of meetings 13 4 2
Mikael Ekdahl 7 2
Marianne Kirkegaard 12
Gun Nilsson 7 2
Lillie Li Valeur 13 4
Märta Schörling Andreen 12 4 2
Arne Frank 6
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Melker Schörling 6
Bengt Baron 7
Annika Westerlund 13
Mikael Ekdahl, Gun Nilsson and Bengt Baron have attended all Board meetings
since they were elected members of the Board at the Annual General
Meeting on May 17, 2017.
Information about the members of the Board can be found on pages 32–33.
Fees to Board members
According to the decision of the Annual General Meeting, the total
fees to the Board amounted to SEK 3,200,000, to be allocated
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and SEK 350,000 to each of the other members elected at the
Annual General Meeting who are not employed by the company.
The Chairman of the Audit Committee received SEK 250,000 and
the members SEK 125,000 each. The Chairman of the Remuneration
Committee received SEK 100,000 and the member
SEK 50,000. The CEO, the secretary to the Board and employee
representatives to the Board do not receive any compensation
other than for costs in connection with their participation in Board
activities. For further information about remuneration to members
of the Board, please see page 66.
Evaluation of the CEO
The Board continuously evaluates the work and competence of the
CEO and the Company’s management team. This is discussed at
least once a year without representatives of the Company management
being present.
Guidelines for remuneration of senior executives
The 2017 Annual General Meeting approved the principles for the
remuneration of senior executives. The principles for the remuneration
of AAK’s senior executives are designed to ensure, from an
international perspective, that AAK can offer compensation that is
competitive and at the prevailing market level to attract and retain
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shall be individually differentiated on the basis of responsibility and
performance, and shall be set on market principles and revised
annually. In addition to annual salary, senior executives shall also
receive a variable salary, which shall have a pre-set ceiling and be
based on the outcome in relation to goals set annually. The goals
shall be related to the company’s performance and shall also be
able to be linked to individual areas of responsibility. The annual
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In addition to the variable salary mentioned, share or share-price
related incentive programs may be added as determined from time
to time by the Annual General Meeting. The right to a pension for
senior executives shall apply from the age of 60 at the earliest.
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Company, the notice period for the President and other senior
executives shall be twelve months, and they shall be entitled to
receive severance pay with a pre-determined ceiling corresponding
to twelve months’ salary. For termination of employment by the
employee, a notice period of six months shall normally apply and
no severance pay shall be payable. These guidelines will cover
those persons who are in Group management positions during
the period of time in which the guidelines apply. The guidelines
apply to agreements entered into after a resolution by the Annual
General Meeting, and in the event that changes are made to existing
agreements after this point in time. The Board will be entitled to
diverge from the guidelines if there are particular reasons to do so
in an individual case.
Board committees
Audit and remuneration issues within the Board are handled in
committees, whose task it is to prepare issues arising and submit
proposals for decisions to the Board. The tasks and working
practices of the committees are determined by the Board in written
instructions, which constitute part of the Board’s working practices.
Remuneration Committee
In accordance with the Board’s working practices, issues of
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shall be prepared by the Remuneration Committee. The Remuneration
Committee prepares and presents proposals to the Board