Corporate governance

 

Corporate governance refers to the decision-making systems where owners, directly or indirectly, manage the Group. The purpose is to ensure decision-making that is effective and which creates value, through a clear division of roles and responsibilities. Governance, management and control are divided between shareholders, the board, the CEO and the executive management. The decision-making system comprises principles, directives and processes.

 

 

The Swedish Code of Corporate Governance

The Swedish Code of Corporate Governance is based on the principle "comply or explain." This means that a company may deviate from an individual regulation in the code but must explain why. In conjunction with the annual report, the company shall submit a special report on corporate governance. Any deviations must be stated and justified. The board shall also issue a report on internal control of the financial reporting.

 

The Swedish Corporate Governance Board

The Swedish Corporate Governance Board is responsible for management and development of the Swedish Code of Corporate Governance. Current information on the subject of corporate governance can be found at www.bolagsstyrning.se.

 

Corporate governance at Mycronic

In addition to external regulations, primarily the Swedish Companies Act and the listing agreement with NASDAQ Stockholm, there are internal rules which provide a platform for corporate governance. The Articles of Association, the board's Procedural Plan, Instruction for the CEO, a number of policy documents, and the Code of Conduct have been formulated to enhance and strengthen control.

 

Deviations from the Code

Mycronic complies 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


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

According to the Swedish Companies Act, the General Meeting of Shareholders is the company's highest decision-making body. This is where shareholders exercise their voting rights in a number of central topics. The Annual General Meeting (AGM) adopts the income statement and balance sheet, elects board members and auditors, and decides on the disposition of profits and discharge from liability for board members and the CEO. The AGM also determines fees for board members and auditors, and adopts directives for remuneration of management. Information is given at the AGM regarding company developments over the past year, and it is possible to ask questions to mebers of the board and the management.

Notice of the AGM will be sent out no earlier than six and no later than four weeks prior to the AGM.

Shareholders wishing to have matters considered at the AGM can submit their proposal to Mycronic's board chairman as follows:

Email: bolagsstamma@mycronic.com
Letter:
Mycronic AB
Attention: Chairman of the Board
Box 3141
183 03 Täby

Shareholders who wish to submit a proposal to the Nomination Committee should do so in writing  to the following address:
Mycronic AB
Nomination Committee
Box 3141
183 03 Täby

For additional information: Patrik Tigerschiöld, Chairman of the Board
via Ann Borgström
Email: ann.borgstrom@mycronic.com

Articles of association

Articles of association

Archive of earlier AGMs documents


Nomination committee

 

The Nomination Committee is responsible for preparing and presenting proposals regarding the election of the chairman, board members, auditors, and General Meeting chairmen, as well as proposals for principles for the composition of the Nomination Committee itself. Proposals for fees to board members, committee members and auditors are also included in the Nomination Committee's tasks.

 

Principles for composition

The AGM decides how the Nomination Committee shall be appointed. The 2017 AGM decided on the principles for the appointment of the Nomination Committee prior to the 2018 AGM.

The Nomination Committee shall consist of at least three members. These shall represent the three largest or otherwise known shareholders at the end of August, and the chairman of the board.

The composition of the Nomination Committee shall be announced six months before the AGM at the latest. This information shall include the committee members' names and the shareholders they represent. Changes in the composition of the Nomination Committee shall be announced without delay.

Composition for the AGM 2018

For the 2018 AGM, the Nomination Committee members were Henrik Blomquist (Bure Equity), 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


Board of directors

 

The Board of directors has the overall responsibility for the company's organization and administration. They follow up on operations, ensure an appropriate organization, and establish guidelines and internal controls. The board establishes strategies and business plans, and makes decisions on major investments or divestments. They also have an overall responsibility for information disclosure, for ensuring that laws and regulations are followed, and policy establishment.

The work of the board is conducted according to an annual work plan and board responsibilities are regulated by the Swedish Company's Act and the Procedural Plan. This plan describes the division of responsibilities between the board and its committees, as well as between the board and the CEO.

According to the Articles of Association, the board shall consist of between three and ten members, and a maximum of two deputies. The exact number of board members is decided by the AGM. The current board consists of five members chosen by the AGM, and two union representatives. 

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 2017 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. The chairman of the Audit Committee also receives a fee. Employee representatives are not entitled to a board fee. Fees are not paid to board members of subsidiaries.

Board remuneration 2016, kSEK Board fees Committees Total
Patrik Tigerschiöld, Chairman of the Board 550   550
Katarina Bonde 220   220
Ulla-Britt Fräjdin-Hellqvist 220   220
Per Holmberg 220   220
Magnus Lindquist, chairman audit committee 220 55 275
Stefan Skarin 220   220
Total 1,650 55 1,705

The presentation of Board of directors


The Audit Committee

 

The board appoints an Audit Committee consisting of three board members. The Audit Committee monitors the financial reporting and the effectiveness of the company's internal controls. They evaluate the external auditor and assist the Nomination Committee with proposals regarding choice of auditor. Audit Committee members are Magnus Lindquist (Chairman), Katarina Bonde and Ulla-Britt Fräjdin-Hellqvist. At least one member of the Audit Committee has compentence within accounting an auditing. All members are regarded as independent relative to the company and its executive management.


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.


Auditor

 

The AGM elects the company's auditors. At the 2017 AGM, EY was re-elected as auditor for the period up to the 2018 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 2017 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

 

The CEO is responsible for running operations. The CEO reports to the board and ensures that the board receives all necessary information for making well-informed decisions. The CEO is not a board member but attends all board meetings except where the board deliberates internally, without the presence of any company management.

The CEO has appointed an Executive management team with ongoing responsibility for various parts of the business. The Executive management team meets regularly to manage and monitor the business and deal with organizational 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




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