Board of Directors

Board of Directors

The Board of Directors supervises the Issuer’s operations and management, deciding on significant matters concerning the company strategy, investments, organization and finance. The Board of Directors of the Issuer consists of the following persons:

Name: Background:
Åsa Söderström Winberg

Born 1957, M. Sc. (Econ.)

Chairman of the Board (2017–)

ELU Konsult AB, Chairman of the Board

JM AB, Member of the Board (2007 –)

Vattenfall AB, Member of the Board (2013 –)

Sweco Theorells, Chief Executive Officer (2001 – 2006)

NCC AB (1991-2001)

  • CEO Ballast Väst AB (1997-2001)
  • Marketing Manager NCC Industry (1994-1997)
  • Communication Manager NCC Construction AB (1991-1993)
Holger C. Hansen

Born 1969, M. Sc. (Econ.)

Member of the Board (2017–)

Clopethan A/S, Chairman of the Board

Palsgaard Gruppen ApS, Chief Executive Officer (2016 –)

Nordic Waterproofing Holding A/S, Vice Chairman (2015 –)

Junckers Holding A/S, Chairman of the Board (2009 –)

Scanpharm A/S, Chairman of the Board (2009 –)

Driconeq, Member of the Board (2009 –)

Nordic Waterproofing Group, Chief Executive Officer (2012 – 2015)

Icopal Group, Chief Financial Officer (1995 – 2008)

Ronnie Neva-aho

Born 1967, Secondary school graduate

Member of the Board (2017 –)

Delete Oy, Member of the Board (2015 –)

Kreate Oy, Member of the Board (2015 –)

Rototek Oy, Member of the Board (2015 –)

Access Point Oy, Chairman of the Board (2013 –)

Delete Oy, Vice President (2010 – 2015)

Tehoc Oy, Chief Executive Officer (1998 – 2011)

Vilhelm Sundström

Born 1969, M. Sc. (Econ.)

Member of the Board (2017 –)

Delete Oy, Member of the Board (2015 –)

Nordic Waterproofing Holding A/S, Member of the Board (2011 –)

Axcel Private Equity, Partner (2006 –)

LGT Logistics A/S , Member of the Board (2009 – 2015)

Merrill Lynch International, Director (2004 – 2006)

D. Carnegie AB, Investment Professional (2002 – 2004)

Morgan Stanley, Vice President (1995 – 2002)

Nordic Capital, Investment Manager (1997 – 1999)

Board Committees

The Board Committees assist the Board of Directors by preparing matters falling within the competence of the Board of Directors. The committees are not autonomous decision-making bodies, although they have several monitoring and oversight responsibilities. The committees report to the Board of Directors on the matters addressed and makes proposals to the Board of Directors for decision-making as appropriate.

Audit and Investment Committee

The Audit and Investment Committee assists the Board of Directors in its responsibilities relating to the appropriate arrangement of the control of the company accounts and finances pursuant to the Companies Act as well as its responsibilities relating to the company’s investments. The Audit and Investment Committee consists of at least two members, of which at least two members must be members of the Board. The members of the Audit and Investment Committee are Vilhelm Sundström and Holger C. Hansen. The members of the Audit and Investment Committee are elected for a one-year term in the organization meeting of the Board. One of the members of the Audit and Investment Committee, which must be a Board member, is designated by the Board of Directors as Chair of the Audit and Investment Committee. The majority of the members of the Audit and Investment Committee must be independent of the company and at least one member must be independent of significant shareholders. The members must have the qualifications necessary to perform the responsibilities of the Audit and Investment Committee and at least one member, who is independent of the company, must have expertise specifically in accounting, bookkeeping or auditing.

The Audit and Investment Committee assists the Board in:

  • monitoring the reporting process of the financial statement reporting and interim reporting;
  • monitoring the efficiency of the company’s internal control, internal audit, if applicable, and risk management systems;
  • reviewing the description of the main features of the internal control and risk management systems pertaining to the financial reporting process to be included in the company’s Corporate Governance Statement, if applicable;
  • monitoring the statutory audit of the financial statements;
  • evaluating the independence of the statutory auditor or audit firm, particularly the provision of related services to the company to be audited;
  • monitoring the financial position of the company;
  • supervising the financial reporting process and risk management process;
  • reviewing material reports from the auditor;
  • reviewing the external Audit Plan;
  • reviewing and monitoring plans and reports of the internal audit function, if applicable;
  • preparing the proposal for resolution on the election of external auditors; and
  • preparing and making recommendations and proposals for action to the Board resulting from listed tasks to the extent Audit and Investment Committee finds necessary.

Further, the Audit and Investment Committee (i) assists the Board of Directors and management in developing guidelines for making investment proposals and preparing financial analysis of the investment including payback and cash flow analyses, (ii) approves certain investments as defined by the Board of Directors, (iii), assists the Board of Directors and management in planning the investment level for the coming year and make an overall prioritization, in connection with the budget process, and (iv) assists the Board of Directors and management in developing guidelines for making acquisition proposals and preparing financial analysis of the acquisition including payback analyses and prepares a proposal for the Board of Directors for all acquisitions made by the Group.

The Audit and Investment Committee meets as often as appropriate but minimum four times a year depending on the reporting cycle of the company. The meetings must be convened at least three days in advance and an appropriate agenda shall be sent out. Written material for the meeting should be forwarded to the members prior to the meeting. The Audit and Investment Committee may invite to the meetings representatives of the management and external auditors, as the Audit and Investment Committee considers appropriate. Meeting minutes are prepared from all Audit and Investment Committee meetings and distributed to the Board of Directors. The Chair of the Committee will at each Board Meeting report on the Committee work and related recommendations. The CFO of the Group acts as secretary to the Committee.

Remuneration Committee

The Remuneration Committee prepares matters pertaining to the remuneration and appointment of CEO and other executives as well as to the remuneration schemes of the personnel and remuneration principles to be observed by the company. The Remuneration Committee consists of at least two members, of which at least two members must be members of the Board. The members of the Remuneration Committee are elected for a one-year term in the organization meeting of the Board. The majority of the members of the Remuneration Committee shall be independent of the company. The CEO or other executives of the company cannot be appointed to the Remuneration Committee.

Duties of the Remuneration Committee include:

  • preparation of matters pertaining to the appointment of the CEO and the other senior executives as well as the identification of their possible successors;
  • preparation of matters pertaining to the remuneration and other financial benefits of the CEO and other senior executives, including salary raises of such executives;
  • matters pertaining to the remuneration schemes of the company and based on authorization from the Board of Directors, right to approve the bonus schemes and payment of bonuses according to the schemes;
  • evaluation of the remuneration of the CEO and the other senior executives as well as ensuring that the remuneration schemes are appropriate; and
  • planning of matters pertaining to the remuneration of other personnel and the development of the organization.

The CEO and director of respective business area act as presenters to the Remuneration Committee. The Remuneration Committee has the right to use outside experts and consultants at its discretion. However, if the Committee uses an external advisor, the Remuneration Committee shall ensure that the advisor is not also advisor to the operative management in order to make sure that no conflict of interest arises. Once a year the Remuneration Committee evaluates its work and charter and recommend any proposed changes to the Board of Directors.

The Remuneration Committee meets as often as appropriate, but at least twice a year. The meetings are convened at least three days in advance and an appropriate agenda is circulated. Written material for the meeting should be forwarded to the members prior to the meeting. Meeting minutes are prepared from all Remuneration Committee meetings and are distributed to the Board of Directors. The Chair of the Remuneration Committee will at each Board Meeting report on the Remuneration Committee work and related recommendations. The CEO of the Group acts as secretary to the Remuneration Committee.

Project Committee

The Project Committee assists the Board in preparing and following up on major tenders and projects of the Group. The Board of Directors remains responsible for the duties assigned to the Project Committee. The Committee has no autonomous decision-making power.

Duties of the Project Committee include:

  • assisting the management in preparing tenders of certain size and tenders that are deviating from other tenders in their complexity or risk position. The size of the tenders prepared by the Project Committee is defined in the Group’s approval guidelines; and
  • following up the financial performance of the projects of certain size and projects that are deviating from other projects in their complexity or risk position. The size of the projects followed up by the Project Committee is defined in the Group’s approval guidelines.

The Project Committee meets as often as appropriate, but at least twice a year. The meetings are convened at least three days in advance and an appropriate agenda shall be circulated. Written material for the meeting should be forwarded to the members prior to the meeting. Meeting minutes are prepared from all Project Committee meetings and distributed to the Board of Directors. The Project Committee may invite to the meetings representatives of the management and external auditors, as the Project Committee considers appropriate. The Chair of the Project Committee will at each Board Meeting report on the Project Committee work and related recommendations. The CFO of the Group acts as secretary to the Project Committee.