Corporate governance

 

The objective of corporate governance is to ensure that the Mycronic Group is managed as efficiently as possible in order to create shareholder value. This is achieved through a clear division of responsibilities between shareholders, the Board and executive management, as well as through clear regulations and transparent processes.

 

 

 

Framework for corporate governance

Corporate governance is based on external governing instruments such as the Swedish Companies Act, the Annual Accounts Act, Nasdaq Stockholm’s Rule Book for Issuers and the Swedish Code of Corporate Governance (the Code), as well as internal governance systems. The vision, mission, values and Code of Conduct form the basis for internal governance systems. Internal regulations include the Articles of Association, the Board’s formal workplan (the Procedural Plan), terms of reference issued by the Board to the CEO, and several policy documents that are updated annually. Examples of steering documents include policies for communication and diversity, and the authorization policy. More information on corporate governance and the Code is available at www.bolagsstyrning.se.

Application of the Code

The Code rests on the “comply or explain” principle. In 2018, Mycronic complied with the Code in all respects.

Reports

A report on corporate governance is included in Mycronic's annual report. There is also an archive of Mycronic's corporate governance reports on the website. 

Archive of all reports

The objective of corporate governance is to ensure that the Mycronic Group is managed as efficiently as possible in order to create shareholder value. This is achieved through a clear division of responsibilities between shareholders, the Board and executive management, as well as through clear regulations and transparent processes.


Annual General Meeting 2019

 

Mycronic's AGM was held Thursday, 9 May, 2019 in the auditorium Industrisalen in Näringslivets Hus, Storgatan 19, in Stockholm.

 

2019 Nomination committee’s additional proposal
2019 Notice

 

General Meeting
The AGM is the Company’s highest decision-making body. All shareholders have the right to participate in the AGM and to exercise their voting rights relative to their shareholdings. Rules regarding the AGM can be found in the Swedish Companies Act and the Articles of Association. Notice of the AGM shall be made four to six weeks prior to the meeting through an announcement in Post- och Inrikes Tidningar and in a press release published on the company website. Issuance of the notice shall be announced in Svenska Dagbladet.

Articles of association

Articles of association
Archive of earlier AGMs documents



Nomination Committee

 

The Nomination Committee represents the shareholders. Their task is to present proposals to the AGM for decision regarding the election of Board members, the Board Chairman and auditors, and remuneration for same. The AGM decides how the Nomination Committee should be appointed.

In accordance with this decision, the Nomination Committee totals four persons: representatives from the three largest known owners as of 31 August and the Chairman of the Board. The composition of the Nomination Committee is published at the latest six months prior to the AGM. The Nomination Committee’s proposals are presented in the Notice of the AGM and on Mycronic’s website.

The annual evaluation of the Board’s work is presented to the Nomination Committee and is the basis for their work in proposing Board members. The Nomination Committee bases its work on the requirements of the Swedish Annual Accounts Act and the Code, as well as company-specific requirements. The intention is to have an appropriate Board composition, which shall be characterized by versatility and breadth including age, gender, education, background and experience.

The Nomination Committee for the 2019 AGM consisted of Henrik Blomquist (BureEquity), Thomas Ehlin (Fjärde AP-fonden), Joachim Spetz (Swedbank Robur Fonder) and Patrik Tigerschiöld (Chairman of the Board).

Recommendations to the Nomination Committee

Shareholders who would like to make recommendations to the Nomination Committee should do so in writing to:

Mycronic AB
Nomination Committee
Box 3141
183 03 Täby


The Audit Committee

 

The Audit Committee is appointed by the Board and consists of three Board members. The Committee is tasked with ensuring the quality of financial reporting. This comprises reviews of significant accounting and valuation issues. The Audit Committee evaluates the external auditing and assists the Nomination Committee with proposals for the election of the auditor. Employees do not participate during part of certain meetings between the Audit Committee and the external auditor. Since the 2019 AGM, the Audit Committee consists of Anna Belfrage (Chairman), Katarina Bonde and Ulla-Britt Fräjdin-Hellqvist.


Remuneration Committee

 

The board appoints a Remuneration Committee consisting of three members. The Committee prepares the board's decisions in questions of remuneration principles, and remuneration and terms of employment for the CEO. They also contribute with proposals for guidelines for remuneration and terms of employment for group executive management position holders and the CEOs of subsidiaries. Additionally, the Committee is tasked with preparing proposals for incentive programs. The Remuneration Committee shall ensure that established guidelines for remuneration of position holders are followed.

Members of the Remuneration Committee are Patrik Tigerschiöld (Chairman), Ulla-Britt Fräjdin-Hellqvist and Robert Larsson. The majority of members are regarded as impartial.


Board of directors

 

Shareholding in Mycronic is as per 30 June, 2019.

For current information on transactions, please visit Sweden's financial supervisory authority's website FI.se.

Patrik Tigerschiöld

Chairman of the Board since 2012. 
Board member 2009.
Born: 1964.
Dependent Board member.

Education: MSc Business and Economics.

Other Board assignments: Chairman of Bure Equity AB, Cavotec SA, The Association for Generally Accepted Principles in the Securities Market and The Swedish Association for Listed Companies. Board member of Ovzon AB, Fondbolaget Fondita AB and member of Ingenjörsvetenskapsakademien (IVA).

Previous positions: CEO of Bure Equity AB 2010-2013, CEO of Skanditek Industriförvaltning 1999-2010 and CEO of SEB Allemansfonder AB 1995-1999.

Committee in Mycronic: Chairman of the Remuneration Committee.

Shareholding in Mycronic: 235,170.


Anna Belfrage

Board member since 2018.
Born: 1962.
Independent Board member.

Education: BSc Business Administration.

Other Board assignments: Board member of NOTE AB, Serneke AB and Isofol AB.

Previous positions: CFO Södra Skogsägarna Ek. För. 2017-2019, Acting CEO Beijer Electronics Group 2014-2015, CFO Beijer Electronics Group 2011-2014, CFO ABS Group (division within the  Cardo Group) 2004-2010, various positions Dresser Wayne AB, Obducat AB, Åkerlund & Rausing AB and auditor at Price Waterhouse 1986-1994.

Committee in Mycronic: Chairman of the Audit Committee.

Shareholding in Mycronic: 0


Katarina Bonde

Board member since 2010.
Born: 1958.
Independent Board member.
President of Kubi LLC.

Education: MSc, Engineering Physics.

Other Board assignments:
Chairman of Imint Intelligence AB, Opus Group AB, Mentimeter AB, Flatfrog AB and Propellerhead Software AB. Board member of Stillfront Group AB. 

Previous positions:
CEO of UniSite Software Inc 2000-2003, CEO of Captura International 1997-2000, Marketing director Dun&Bradstreet Software Inc 1996-1997 and Vice President at Timeline Inc 1994-1995 and CEO of Programator Industri AB 1989-1992.

Committee in
Mycronic: Member of the Audit Committee.

Shareholding in
Mycronic: 2,000.


Ulla-Britt Fräjdin-Hellqvist

Board member since 2012.
Born: 1954.
Independent Board member.
Fräjdin & Hellqvist AB.

Education: MSc, Engineering Physics. 

Other Board assignments: Board member of DataRespons ASA, Holmbergs First Holding AB, Insplorion AB, Tribonor International AB, Fräjdin & Hellqvist AB and UBFH Management AB.

Previous positions: Chariman of among others SinterCast AB (OMX) and Kongsberg Automotive ASA (Oslo börs), chairman and board member of a number of private, listed and state-owned companies since 1992. Leading positions in Svenskt Näringsliv 2001-2006 and leading positions in Volvo Personvagnar 1979-2001.

Committee in Mycronic: Member of the Audit Committee and the Remuneration Committee.

Shareholding in Mycronic: 10,000.


Robert Larsson

Board member since 2018.
Born: 1967.
Independent Board member.
EVP and Head of Industrial & Digital Solutions at ÅF Pöyry.

Education: MSc, Mechanical Engineering.

Other Board assignments: -

Previous positions: A number of leading positions within ABB in Sweden, China and Switzerland.

Committee in Mycronic: Member of the Remuneration Committee.

Shareholding in Mycronic: 0


Staffan Dahlström

Board member since 2019.
Born: 1967.
Independent Board member.
CEO HMS Networks AB (publ) since 2009.

Education: Engineer Computer Science, MBA.

Other Board assignments: Board member of Clavister Holding AB (publ) and Bemsiq AB.

Previous positions: Co-founder HMS Networks since 1989.

Committee in Mycronic: Member of the Remuneration Committee.

Shareholding in Mycronic: 0


Johan Densjö

Appointed by Unionen.
Board member: 2012-2014 and since 2019.
Born: 1971.
Training Team Leader, Business Area Pattern Generator.

Education: Telecommunications engineer.

Shareholding in Mycronic: 0.


Jörgen Lundberg

Appointed by Akademikerna.
Board Member since: 2019.
Born: 1964.
Sr. Program Manager Project Office.

Education: MSc, Mechanical Engineering.

Shareholding in Mycronic: 100.


Shareholding in Mycronic is as per 30 June, 2019.

 

The Board of Directors (the Board) has overall responsibility for the Company’s organization and management. The Board monitors operations, ensures a suitable organization, and establishes guidelines for internal control. The Board establishes strategies and goals and makes decisions on major investments. The CEO is appointed by the Board and is responsible for ongoing administration.

The responsibilities of the Board are governed by the Swedish Companies Act and in the Procedural Plan. Division of labor between the Board and the CEO is established through written instructions.

The Board consists of six members appointed by the AGM, and two representatives appointed by trade unions.

Chairman of the board

The chairman is appointed by the AGM. The duties of the chairman include organizing and managing the board's work, and ensuring that their decisions are implemented. Additionally, the chairman represents the company in ownership issues. At the 2019 AGM, Patrik Tigerschiöld was elected to the position of chairman. 

Independent

Patrik Tigerschiöld is regarded as a non-independent board member relative to the company's largest shareholder. Other members of Mycronic's board are regarded as independent relative to both the company and its largest shareholders. 

Remuneration

Fees for the board's chairman and its members are decided by the AGM. Employee representatives are not entitled to a board fee. Fees are not paid to board members of subsidiaries.


Auditor

 

The AGM elects the company's auditors. At the 2019 AGM, EY was re-elected as auditor for the period up to the 2020 AGM. Authorized Public Accountant Erik Sandström is the senior auditor. On behalf of shareholders, the auditor is tasked with reviewing Mycronic's annual report and accounting, as well as the board's and CEO's administration. The senior auditor submits an audit report to the AGM, as well as an opinion on the application of guidelines for remuneration of position holders, and an opinion on the corporate governance report.

The 2019 AGM decided that the fee for the company's auditors, for the period up to the next AGM, would be paid in accordance with current invoicing.

In addition to auditing, auditors may be called upon in lesser, advisory questions.


Executive Management

 

Shareholding in Mycronic is as per 30 June, 2019.

This includes own shares, shareholding through capital insurance and shareholdings of closely related parties. For current information on insider transactions, please visit Sweden's financial supervisory authority's website FI.se.

Anders Lindqvist

President and CEO since 2019
Born: 1967

Education: Degree in mechanical engineering and marketing.

Board assignments: Board member of Norican ApS

Shareholding in Mycronic: 4,000


Lena Båvegård

Sr VP, Operational Excellence. 
Employed since 2018.
Born: 1967.

Education: MSc, Electrical Engineering. 

Previous Positions: Various Senior Management positions at Transmode and Infinera, most recently Sr Dir Corporate Quality & Sustainability. Various Senior Management positions at Q-Med and Ericsson.

Shareholding in Mycronic: 2,000


Niklas Edling

Sr VP, Strategy & Portfolio Management.
Employed since 2011.
Born: 1963.

Education: MSc, Mechanical Engineering and MBA.

Previous positions: VP Supply Chain & Manufacturing Laerdal Medical, VP Operations Hudson RCI.

Board assignments: Aritco AB and Cavotec SA.

Shareholding in Mycronic: 30,131


Anette Mullis

Sr VP, Human Resources.
Employed since 2018.
Born: 1965

Education: BSc Social Work, University of Lund

Previous positions: Held various HR leadership positions of global and regional nature in the United States and Europe at Ericsson, CSL Behring, Wyeth Pharmaceuticals (now Pfizer), and IKEA.

Shareholding in Mycronic: 1,092


Johan Franzén

Sr VP, Research & Development.
Employed since 2015.
Born: 1978.

Education: MSc, Electronics Design.

Previous positions: Manager SW Applications Volvo CE, Manager Global Electrical and Electronic systems development Volvo CE, Manager Global Technical Support Volvo CE.

Shareholding in Mycronic: 10,700


Martin Pettersson

Sr VP, Operations.
Employed since 2016.
Born: 1980.

Education: MSc, Industrial Management and Engineering.

Previous positions: Project Manager ACE Volvo CE, Director Transmissions & Axles/CPM Transmission (China) Volvo CE, Manager Production Engineering Volvo CE, Manager Industrialization and production development Volvo CE.

Shareholding in Mycronic: 4,100


Charlott Samuelsson

Sr VP, Business Area Pattern Generators.
Employed since 1996.
Born: 1963.

Education: MSc, Engineering Physics.

Previous positions: Head of global aftermarket, Head of system and application development and Head of business development in the Mycronic Group.

Board assignments: Board member of Invisio Communications AB.

Shareholding in Mycronic: 21,790


Thomas Stetter

Sr VP,  Business Area Assembly Solutions.
Employed since 2017.
Born: 1965.

Education: PhD Strategic Management and MSc in Economics and Business Administration.

Previous positions: Various leading positions within Siemens, most recently as Head of the Digital Factory Nordics division.

Shareholding in Mycronic: 3,100


Torbjörn Wingårdh

CFO
Employed since 2016.
Born: 1964.

Education: MSc in Economics and Business Administration.

Previous positions: CFO Business area Saab SDS and leading positions at Investor AB in Sweden and the US.

Shareholding in Mycronic: 25,000


Shareholding in Mycronic is as per 30 June, 2019.

 

Group management consists of nine persons including the CEO. The CEO leads the work of Group management which meets every other week to take collective decisions. Issues addressed include financial performance, development projects, leadership and skills provision and other strategic issues. The CEO is responsible for keeping the Board informed of the Company’s development. Three times per year, a global management meeting is organized to strengthen unified communication and control throughout the Group. In addition to executive management, there are several collaborative bodies that prepare and coordinate strategic and operational issues.

Remuneration to the CEO and other senior executives 

Guidelines for remuneration to senior executives are established by the AGM. The proposal for guidelines is prepared by the board's Remuneration Committee. Subsequently, the board makes decisions on the proposed guidelines and presents it to the AGM. The 2019 AGM established the following guidelines for remuneration and other terms of employment for senior executives.

Senior management position holders

Senior management position holders are the CEO and other members of the Group management team. The Group management team comprises nine persons, including the CEO, of which three are women.

Guidelines for remuneration

The guiding principle is that Mycronic shall offer competitive remuneration and conditions of employment which enable the company to hire and retain position holders. When preparing remuneration issues, external advisors are utilized when needed. This is done continuously, in order to collect and evaluate information about current market conditions. Remuneration is based on factors such as position, competence, experience and performance.

The total remuneration consists of the following parts:

  • Fixed basic salary
  • Short-term incentive program (STI)
  • Long-term incentive program (LTI)
  • Long-term incentive program LTIP)
  • Other benefits
  • Pension
  • Employment terms and severance

Remuneration of the CEO and other senior executives 2018, SEK thousand

  Basic salary Other remuneration
STI  LTI Other benefits Pension expenses
Total
Lena Olving, CEO
4,329 496 2,940 595 423 2,201 10,984
Other senior executives (8 persons)
12,649 543 3,843 1,566 339 5,713 24,653
Total remuneration 16,978 1,039 6,783 2,161 762 7,914 35,637

  
Fixed basic salary

The fixed salary for the CEO in 2018 was SEK 360,775 per month.

Short-term incentive program (STI)
The STI is paid according to the fulfillment of Group targets with a maximum of 80 percent of an annual basic salary. For 2018, STI amounted to SEK 2,940 thousand for the CEO and SEK 3,843 thousand for other senior executives. The outcome of STI for 2018 reached 84 percent of the maximum amount.

Long-term incentive program (LTI)
LTI shall encourage the acquisition of shares in Mycronic. If a senior executive buys shares in Mycronic, the company matches the amount by cash payment of the same amount. The matching amount shall be used to acquire shares in the company. The shares must be kept for four years. LTI is maximized to SEK 100 thousand after tax for the CEO and SEK 50 after tax for each of the other senior executives. If certain requirements after three years are met, the company shall make an additional payment corresponding up to 150 percent of the matching amount. The criteria mean that the employee still must be employed and have retained their acquired shares. In addition, the Board's established goals for the company's earnings per share must be met. Also this matching amont shall be used to acquire shares in the company, which must be kept for at least one year. 

Long-term incentive program (LTIP)
Each participant is entitled, after the end of the qualification period, subject to the employee still being employed, and depending on the fulfillment of specific performance requirements linked to Mycronic’s earnings per share, to receive an allotment of common shares in Mycronic, referred to as performance shares. The allotment of performance shares to participants will be free of charge.
The allotment of performance shares within LTIP 2019 will take place during a limited period following the 2022 AGM. The period until this date will form the qualification period. One prerequisite for participants to be entitled to allotment of performance shares, is that participants continue to be employed by Mycronic throughout the qualification period until allotment. In addition, allotment of performance shares requires the fulfillment of performance requirements linked to Mycronic’s EPS. The number of shares is limited to a maximum of 13,700 for the CEO, 5,200 for senior executives and 2,100 for other key personnel. In the event of a maximal allotment and participation, the program will encompass 183,400 shares.

Other benefits
Other benefits consist of a company car and health insurance.

Pension
Pension and health insurance benefits are premium-based. For the CEO, the cost for pension and health insurance benefits can amount to a maximum of 35 percent of the basic salary. For other senior executives, pension and health insurance can amount to a maximum of 30 percent of the basic salary. In 2018, the Board decided to make an additional pension payment of SEK 600 thousand to the CEO.

The contractual retirement age is 65. There are no other pension benefits other than paid pension premiums.

Employment terms and severance
CEO's employment contract carries a twelve-month notice for termination of employment from the company's side. During the period of termination, basic salary and other benefits shall apply, after which no benefits shall apply. After the notice period ends, severance pay equivalent to twelve months' salary shall be paid.

For other senior executives there is a notice period of six months in the event of dismissal by the company. After that period, six months' severance pay shall be paid. During the notice period, the employment contract with all benefits applies. When severance pay is paid out, no other benefits are payable.