AAK Annual Report 2017

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 CORPORATE GOVERNANCE The members of the Nomination Committee represent around 46 percent of the votes in AAK. The decision also included the opportunity to change the composition of the Nomination Com- mittee 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 recruit- ment. 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 Commit- tee 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 IRU ¿QDQFLDO UHSRUWLQJ E\ WKH &(2 WR WKH %RDUG $FFRUGLQJ WR WKH 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 ef- fective 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- HQWDWLRQ RI WKH FRPSDQ\¶V SHUIRUPDQFH SUR¿WDELOLW\ DQG ¿QDQFLDO SRVLWLRQ DQG H[SRVXUH WR ULVN WR PRQLWRU WKH ¿QDQFLDO UHSRUWLQJ including instructions to the CEO and the establishment of require- PHQWV IRU WKH FRQWHQW RI WKH ¿QDQFLDO UHSRUWLQJ WR EH VXEPLWWHG WR 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 FRQWURO RI WKH FRPSDQ\¶V RSHUDWLRQDO DQG ¿QDQFLDO SRVLWLRQ DJDLQVW set goals; to follow up and evaluate the company’s development and to recognize and support the work of the CEO in carrying out WKH UHTXLUHG PHDVXUHV WR HQVXUH WKHUH LV VXI¿FLHQW FRQWURO RI WKH 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 inter- views 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 represent- ed 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 sharehold- ers 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 share- holders. 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. 7KH %RDUG WKHUHIRUH IXO¿OV WKH UHTXLUHPHQW RI WKH &RGH WKDW DW 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 GLYLVLRQ RI ZRUN EHWZHHQ WKH %RDUG DQG WKH &(2 DQG IRU ¿QDQFLDO reporting, are updated and adopted annually. Board meetings FRQVLGHU WKH ¿QDQFLDO UHSRUWLQJ DQG PRQLWRULQJ RI GD\ WR GD\ EXVL - QHVV RSHUDWLRQV DQG SUR¿WDELOLW\ WUHQGV DV ZHOO DV JRDOV VWUDWHJLHV IRU WKH EXVLQHVV RSHUDWLRQ DFTXLVLWLRQV DQG VLJQL¿FDQW LQYHVWPHQWV and matters relating to capital structure. Business area managers and other senior executives report on business plans and strategic issues on a continual basis.