and one new member were elected. Mikael Ekdahl
declined re-election. Georg Brunstam 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.
Georg Brunstam was appointed Chairman of the Remuneration
Committee and Märta Schörling Andreen was
appointed member. Georg Brunstam is also Director of
the Board of Melker Schörling AB, which holds around
31.8 percent of the votes in AAK. Georg Brunstam
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.
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, lawyer, 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.
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
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 30, 2018, at which meeting all members were in
Chairman of the Board
At the Annual General Meeting held on May 30, 2018,
Georg Brunstam 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 Board fulfils its tasks.
The Chairman shall monitor the progress 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
The work of the Board in 2018
The Board held 10 meetings during the year. All
business area managers reported on the goals and
business strategies of the business areas. The Board
has handled issues relating to staffing 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