Nomination Committee, six members were re-elected
and one new member, Patrik Andersson, were elected.
Georg Brunstam was re-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 31.1
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 Patrik Andersson, are independent in
relation to AAK, the Company management and the
Company’s major shareholders in accordance with
the Code. Lillie Li Valeur decided to leave the Board
of Directors in December 2019 due to new external
commitments. Bengt Baron was appointed new member
of the Audit Committee.
The Board therefore fulfils the requirement of the
Code that at least two Board members who are
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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.
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.
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 15, 2019, at which all members were in
attendance.
Chairman of the Board
At the Annual General Meeting held on May 15, 2019,
Georg Brunstam was re-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
Group.
The work of the Board in 2019
The Board held 11 meetings during the year. Business
area managers have reported on the goals and
business strategies of the business areas. The Board
has handled issues relating to strategy, staffing and
organization. Decisions have been made relating to
investments and acquisitions. Other areas handled are
the Group’s work on the supply of raw materials, risk
management and the Company’s strategy for capital
structure and borrowing.