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 the Annual General Meeting, the board and Executive management, as well as through clear regulations and transparent processes.

Tabell s 48.PNG

Framework for corporate governance

Corporate governance is based on external governing instruments such as the Swedish Companies Act, the Annual Accounts Act, Nasdaq Nordic’s Main Market Rule Book and the Swedish Code of Corporate Governance (the Code), as well as internal governance systems. In 2021, Mycronic complied with the code in all respects.

The vision, mission, values and Code of Conduct form the basis for internal governance systems. Internal regulations include the Articles of Association, the rules of procedure for the Board of Directors, the Board policy for the CEO, and several other policy documents that are updated annually. Examples of steering documents include the Code of Conduct, communication policy, and approval and signing policy. More information on corporate governance and the Code is available at www.bolagsstyrning.se.

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 2022

Mycronic’s Annual General Meeting was held on Thursday 5 May 2022, at 5:00 p.m. at Posthuset, Vasagatan 28 in Stockholm. 

Notice to Annual General Meeting 2022
Remuneration report 2021
Proposal on establishment of Nomination Committee
Nomination Committee’s statement
The Board of Directors’ statement on dividend and repurchase of own shares
Proxy form
Postal voting form

The Annual General Meeting (AGM)

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 to attend 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. Shareholders who wish to participate in the Meeting must submit an application in accordance with information in the official notification.

Articles of association

Articles of association
Archive of earlier AGM's documents



Nomination

Committee

The Nomination Committee represents the shareholders. Its task, ahead of the AGM, is to produce proposals regarding election of the chair of the meeting; decisions on the number of Board members; election of and decisions on fees to Board members, the Chairman of the Board and auditor; election of and decisions on fees to members pertaining to other special committees or councils that the AGM may resolve on appointing; and proposals for principles on appointing a Nomination Committee for resolution by the AGM.

In accordance with the resolution by the AGM, the Nomination Committee consists of four persons: representatives from the three largest known owners as of August 31 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 its work in proposing Board members. The Nomination Committee bases its work on the requirements of the Swedish Companies Act and the Code, as well as company-specific requirements. In its work, the Nomination Committee applies section 4.1 of the Code as the diversity policy. 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 2022 Annual General Meeting consists of Henrik Blomquist (Bure Equity), Patrik Jönsson (SEB Funds), Thomas Ehlin (Fourth Swedish National Pension Fund) 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
Ann Borgström
Box 3141
183 03 Täby
Sweden


The Audit

Committee

The Audit Committee is appointed by the Board and consists of two 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 2021 AGM, the Audit Committee had consisted of Anna Belfrage (Chairman) and Katarina Bonde. In 2020, the Audit Committee held five meetings. 


Remuneration

Committee

The Remuneration Committee is appointed by the Board and consists of three Board members. The Committee is tasked with proposing the CEO’s salary, other remuneration and terms of employment. The Committee also proposes guidelines for remuneration and terms of employment for other executive management and the directors of subsidiaries, and proposals for incentive programs. The Remuneration Committee ensures compliance with established guidelines for remuneration of executive management.

Since the 2021 AGM, the Remuneration Committee has consisted of Patrik Tigerschiöld (Chairman), Arun Bansal och Robert Larsson. The Remuneration Committee held four meetings in 2021.


Board of

directors

Shareholding in Mycronic as per 30 June, 2022.

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

Patrik Tigerschiöld

Chairman of the Board since 2012 and Board member since 2009

Born 1964
Dependent Board member

Education MSc Business and Economics

Other Board assignments Chairman of the Board of Bure Equity AB, ACQ Bure AB, Cavotec SA, the Association for Generally Accepted Principles in the Securities Market, the Swedish Association for Listed Companies and the Center for Business and Policy Studies (SNS). Board member of Ovzon AB, Fondbolaget Fondita AB and member of the Royal Academy of Engineering Sciences.

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


Arun Bansal

Board member since 2020

Born 1968
Independent Board member
Deputy CEO, and President of Europe and Latin America at Ericsson

Education Bachelor of Engineering (Electronics) from University of Jiwaji, India. Postgraduate Diploma in Marketing from Indira Gandhi National Open University, India

Previous positions Senior international positions at Ericsson since 1995.

Committee in Mycronic Member of the Remuneration Committee.

Shareholding in Mycronic 0


Anna Belfrage

Board member since 2018

Born 1962
Independent Board member

Education MSc Business and Economics

Other Board assignments Board Member of Cint AB, Ellevio AB, Elopak ASA, Isofol Medical AB, NOTE AB and Sveaskog.

Previous positions CFO Södra Skogsägarna ekonomisk förening 2017–2019, Acting CEO Beijer Electronics Group 2014–2015, CFO Beijer Electronics Group 2011–2014, CFO ABS Group (a division of the Cardo Group) 2004–2010, various roles and positions at 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 the Board of Mentimeter AB, Nepa AB, Flatfrog Laboratories AB and Stratsys AB. Board Member of ACQ Bure AB and 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, 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


Staffan Dahlström

Board member since 2019

Born 1967
Independent Board member
CEO of HMS Networks AB (publ) since 2009

Education Data Engineer, MBA

Other Board assignments Board Member of Clavister AB (publ).

Previous positions Co-founder HMS Networks since 1989.

Committee in Mycronic Member of the Audit Committee.

Shareholding in Mycronic 15,000


Robert Larsson

Board member since 2018

Born 1967
Independent Board member
EVP and Head of Industrial & Digital Solutions at AFRY AB

Education MSc, Mechanical Engineering

Previous positions A number of senior positions in ABB in Sweden, China and Switzerland.

Committee in Mycronic Member of the Remuneration Committee.

Shareholding in Mycronic 3,000


Bo Risberg

Board member since 2022

Born 1956
Independent Board member
Industrial advisor to EQT

Education BSc Mechanical Engineering, Queen’s University, Canada and MBA, IMD, Switzerland

Other Board assignments Chairman of Dellner Couplers AB and Ellab A/S and Board member of Stäubli International AG.

Previous positions 14 years at Hilti Corporation, of which 6 years as COO and 7 years as CEO. In addition, 14 years’ experience from various roles within ABB.

Committee in Mycronic

Shareholding in Mycronic 10,000


Jörgen Lundberg

Board Member since 2019. Employee representative appointed by Akademikerna

Born 1964
Director, Development Center Pattern Generators – Product Strategy & Development

Education MSc Mechanical Engineering

Shareholding in Mycronic 1,000


Sahar Raouf

Board member since 2022.
Employee representative appointed by Unionen

Born 1979
Senior software developer

Education BSc mathematics and computer engineering

Shareholding in Mycronic 0


Shareholding in Mycronic as per 30 June, 2022

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 rules of procedure. 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 employee representatives appointed by Unionen and Akademikerna.

Chairman of the board

The Chairman is appointed by the AGM and leads the work of the board and also represents the company on ownership issues. At the 2021 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

The Chairman and the members of the Board are remunerated according to the Annual General Meeting decision. Members of the Board that are appointed by the unions do not receive remuneration. No fees are paid to the Boards of the subsidiaries.


Auditor

The AGM elects the company's auditors. At the 2022 AGM, the auditing company Ernst & Young AB was re-elected as auditor for the period up until the 2023 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, an opinion on the Remuneration to the Board of Directors and executive management, as well as an opinion on the statutory sustainability statement. 

The 2022 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 as per 30 June, 2022.

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
Employed since 2019

Born 1967

Education Mechanical engineer and university-level studies in marketing

Previous positions President and CEO of Piab Group AB 2013–2019, Divisions Director for Atlas Copco 2007–2013, President of Atlas Copco China 2006–2007 and President of Atlas Copco Nordic 2004–2006.

Board assignments Chairman of the Board of Dafo Vehicle Fire Protection AB and Board member of Gunnebo Holding AB.

Shareholding in Mycronic 25,100


Pierre Brorsson

CFO & Sr VP Corporate Development
Employed since 2021

Born 1972

Education MSc Business and Economics

Previous positions CFO Ramirent, senior positions as Financial Manager and VP Business Development at Atlas Copco. 

Shareholding in Mycronic 0


Lena Båvegård

Sr VP Global Functions
Employed since 2018

Born 1967

Education MSc Electrical Engineering

Previous Positions Various senior positions in Transmode and Infinera, most recently as Sr Director, Corporate Quality & Sustainability and various senior positions in Q-Med and Ericsson.

Board assignments Board alternate of SIQ and Chairman of the Board of SIQ Intressentföreningen Kvalitetsutveckling.

Shareholding in Mycronic 2,210


Michael Chalsen

Sr VP Global Technologies
Employed since 1984

Born 1959

Education BSc Mechanical Engineering, MBA

Previous positions VP Operations, MRSI Group, GM Newport/MRSI and President MRSI Systems LLC.

Shareholding in Mycronic 734


Clemens Jargon

Sr VP High Flex
Employed since 2015

Born 1965

Education Master’s degree in Mechanical Engineering, discipline: Aerospace engineering

Previous positions Various senior positions in telecommunications and the semiconductor industry, as well as in the market for renewable energy, at companies such as Q-Cells, Infineon, Siemens and T-Mobile.

Shareholding in Mycronic 3,365


Johanna Jarl

Sr VP Human Resources
Employed since 2022

Born 1981

Education MSc Business and Economics

Previous positions Vice President & Head of HR Infrastructure Division at AFRY, Director Strategy & Integration SSAB Europe Division and management consultant in Talent & Organization at Accenture.

Shareholding in Mycronic 0


Ivan Li

Sr VP High Volume
Employed since 2008

Born 1983

Education MSc Mechanical Engineering

Previous positions VP Global Dispensing Mycronic and General Manager Axxon.

Shareholding in Mycronic 8,800


Charlott Samuelsson

Sr VP 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 operational development in the Mycronic Group.

Board assignments Board member of Invisio Communications AB.

Shareholding in Mycronic 22,480


Shareholding in Mycronic as per 30 June, 2022.

Executive management consists of eight persons including the CEO. The CEO leads the work of executive management which meets once a month. Issues addressed include financial performance, development projects, leadership and skills supply, and other strategic issues. The CEO is responsible for keeping the Board informed of the company’s development. Three global management meetings were organized in 2021 to strengthen unified communication and control throughout the Group. In addition to the executive management, there are several collaborative bodies that prepare and coordinate strategic and operational issues.

Remuneration to the CEO and other senior executives 

The principles for remuneration to the CEO and other senior executives are approved by the Annual General Meeting. The proposed principles are prepared by the Board’s Remuneration Committee. The Board passes a decision on the proposed principles, which is then put to the Annual General Meeting for approval. The 2021 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 executive management team. The executive management team comprises of eight 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 recruit and retain members of the executive management with the competence and capacity to achieve specified goals. To this end, the company must offer competitive remuneration to motivate the executive management. 

. 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.

The remuneration and other terms of employment for members of the executive management shall be based on market terms and factors such as scope and complexity of the position in question as well as the individual’s performance is taken into account. 

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 2020, SEK thousand

  Basic salary Other remuneration
STI  LTI Other benefits Pension expenses
Total
Anders Lindqvist, CEO from 16 May 2019 4,900 0,200 1,800 0,0 0,0 1,400 8,200
Other senior executives (8 persons)
17,300 5,200 4,800 1,100 0,400 4,000 32,900
Total remuneration 22,300 5,400 6,500 1,100 0,400 5,400 41,100

  

Base salary
During 2021, the base salary for the CEO amounted to SEK 470 thousand per month.

Short-term variable pay
The short-term variable pay for the CEO during the year amounted to SEK 5.5 million, and for other members of the executive management to SEK 9.6 million. The outcome for 2021 reached 88 percent of maximum amount. Short-term variable pay can amount to a maximum of 110 percent of base salary and 55 percent of total remuneration.

Long-term variable pay
Long-term variable pay refers to amounts paid during 2021, during the year SEK 0.6 million has been paid. The expensed amount during the year amounted to SEK 2.1 million. Members of the executive management can be offered incentive programs, which mainly should be share or share price-related. An incentive program is intended to improve the participants’ commitment to the company’s development and shall be introduced on market-based terms. Resolutions on share or share price-related incentive programs must be passed at an Annual General Meeting and are therefore not covered by these guidelines.

Long-term incentive program (LTIP)
The Board of Directors proposes that the Annual General Meeting resolves to introduce a long-term incentive program for 2022 (LTIP 2022). LTIP addresses members of the executive management and other key employees as a mean of increasing and strengthening opportunities to recruit, retain and motivate employees, and to encourage personal, long-term ownership in Mycronic. Each participant is entitled, after the end of a qualification period, subject to the employee still being employed throughout the qualification period until allotment, and depending on the fulfillment of specific performance requirements linked to Mycronic’s earnings per share, to receive an allotment of shares in Mycronic, referred to as performance shares. The allotment of performance shares will be free of charge. The allotment within LTIP 2022 will take place during a limited time period following the 2025 Annual General Meeting. The period up until this time constitutes the qualification period. In addition, allotment requires the fulfillment of performance requirements linked to Mycronic’s earnings per share. The number of shares is limited to a maximum of 8,900 for the CEO, 3,400 for the executive management, and 1,400 for key employees. In the event of a maximum allotment and participation, the program will encompass maximum 125,500 shares.

Other benefits
Other benefits consists of a car benefit and health insurance.

Pension benefits
Pension benefits are premium-based. Members of the executive management employed in Sweden after 2012 are covered by the contribution-defined plan under ITP1. Members of the executive management employed prior to 1 January 2022 have a supplementary contribution-defined pension plan in addition to the ITP plan. The contractual retirement age is 65 years for members of the executive management employed in Sweden. For members of the executive management employed outside of Sweden, locally competitive pension plans and retirement ages are applied. The pension premium for the CEO is limited to 35% of base salary. 

Notice of termination and severance pay
The employment or contractual agreements of members of the executive management shall be valid until further notice or for a specified period of time. For the CEO, in the event of termination by the company, a twelve months notice period and twelve months of severance pay applies. For members of the executive management employed in Sweden, the mutual notice period is a maximum of six months. Upon termination by the company, six months’ severance pay also applies. During the notice period, the current employment contract runs with associated benefits. In cases where severance pay would be paid, no other benefits will be paid after the expiry of the notice period. For other members of the executive management who are locally employed outside of Sweden, employment or contractual agreements shall comply with mandatory rules applicable in the relevant jurisdiction or local practice, entailing that e.g. other terms of the employment (or term of the contract as the case may be), other notice periods and other agreements on severance pay may be applicable in the individual case.