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 2017, 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 will be held Thursday, 9 May, 2019 in the auditorium Industrisalen in Näringslivets Hus, Storgatan 19, in Stockholm.

Proposal for issues and questions at the AGM

Shareholders who wish to have a matter dealt with at the AGM can submit their proposal to Mycronic's Board of Directors at the following address or by email:

Mycronic
Board of Directors – c/o Ann Borgström
P.O. Box 3141
183 03 Täby

Email: ann.borgstrom@mycronic.com

Shareholders who wish to submit a proposal to Mycronic's Nomination Committee can contact them at the following address or by email:

Mycronic
Nomination Committee – c/o Ann Borgström
P.O. Box 3141
183 03 Täby

Email: ann.borgstrom@mycronic.com

For a proposal to be included in the AGM’s notice and agenda, it must be received by the company no later than 21 March, 2019. For a recommendation for Mycronic's Nomination Committee to be considered, it must be received by the Nomination Committee no later than 21 March, 2019.

 

Annual General Meeting 2018



The AGM was held on 8 May 2018, at 5 p.m. at Näringslivets Hus in the room Industrisalen, Storgatan 19, Stockholm

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 consists 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 2018 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 Per Holmberg. The majority of members are regarded as impartial.


Board of directors

 

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 2018 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.

The presentation of Board of directors


Auditor

 

The AGM elects the company's auditors. At the 2018 AGM, EY was re-elected as auditor for the period up to the 2019 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 2018 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

 

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 2018 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 four 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 salary
  • Short-term incentive program (STI) (variable compensation)
  • Long-term incentive program (LTI)
  • Pension
  • Other benefits
  • Any severance pay

Remuneration of senior management position holders 2017, kSEK

  Fixed salary

Other

STI

 LTI

Other benefits

Pension

Total

Lena Olving, CEO and President 4,191 941 2,072 595 729 2,065 10,593
Other senior management position holders 11,636 280 2,758 1,601 2,110 3,818 22,203
Total remuneration 15,827 1,221 4,830 2,196 839 883 32,796

  
Fixed salary

The fixed salary for the CEO in 2017 was SEK 349,250 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 2017, STI aounted to amounted to SEK 2,072 thousand for the CEO and SEK 2,758 thousand for other senior executives. The outcome of STI for 2017 reached 62 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. 

Other benefits
Other benefits consist of a company car and health insurance. Additionally, the CEO is entitled to accommodation and an SJ annual pass.

Pension
Pension and sick benefits are premium-based. For the CEO, the pension premium is 35 percent of the basic salary. For other senior management position holders, the pension premiums are capped at 30 percent of the basic salary. In 2017, the Board decided to make an additional pension payment of SEH 600 thousand to the CEO.

The contractual retirement age for CEO is 62. Retirement age for other senior executive position holders is 65. There are no other pension benefits besides the paid pension premiums.

Employment contracts and severance pay
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.


Presentation of Executive Management


Mycronic use cookies to enhance and customize your experience using our web site. By browsing further, you agree that we use cookies.

Read our Privacy and Cookie Policies to find out more.