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 Group 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 2020, 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 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 2020, 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


Annual General

Meeting 2021

Mycronic's latest AGM was held on 5 May 2021.

2021 Postal voting form 2021 (pdf)
2021 Notice to Annual General Meeting 2021 (pdf)
2021 Proxy form 2021 (pdf)
2021 Annual and Sustainability Report 2020 (pdf)

View the recorded CEO speech (in Swe, with English subtitles)

The Annual General Meeting (AMG)

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. 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 AGMs 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 Chair 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 Chair 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 2021 AGM consisted of Henrik Blomquist (Bure Equity), Per Trygg (SEB Funds), Thomas Ehlin (Fourth Swedish National Pension Fund) and Patrik Tigerschiöld (Chair 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 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 2020 AGM, the Audit Committee consists 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 senior executives and the directors of subsidiaries, and proposals for incentive programs. The Remuneration Committee ensures compliance with established guidelines for remuneration of senior executives.

Since the 2020 AGM, the members of the Remuneration Committee has consisted of Patrik Tigerschiöld (Chairman), Arun Bansal and Robert Larsson. The Remuneration Committee held three meetings in 2020. 


Board of

directors

Shareholding in Mycronic as per 30 September, 2021.

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

Patrik Tigerschiöld

Chair of the Board since 2012 and Board member since 2009
Born: 1964
Dependent Board member

Education: MSc Business and Economics

Other Board assignments: Chair of Board 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, the Center for Business and Policy Studies (SNS), 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: Chair 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

Other Board assignments: Board member of OPCOM Cables Sdn Bhd, Malaysia

Previous positions:Senior international positions at Ericsson since 1995

Committee in Mycronic: Member of the Remuneration Committee

Shareholding in Mycronic: -


Anna Belfrage

Board member since 2018
Born: 1962
Independent Board member

Education: MSc Business and Economics

Other Board assignments: Board Member of NOTE AB, Serneke AB, Isofol Medical AB, Ellevio AB and Cint AB

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: -


Katarina Bonde

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

Education: MSc, Engineering Physics

Other Board assignments:
Chair of Board of Mentimeter AB, Flatfrog Laboratories AB, Stratsys AB, JoneDeTech AB and Reason Studios AB. Board Member of Stillfront Group AB and Nepa 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: -

Shareholding in Mycronic: 8,000


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 senior positions in ABB in Sweden, China and Switzerland

Committee in Mycronic: Member of the Remuneration Committee

Shareholding in Mycronic: -


Johan Densjö

Board member 2012-2014 and since 2019
Employee representative appointed by Unionen
Born: 1971
Training Team Leader, Pattern Generators

Education: Engineer

Shareholding in Mycronic: -


Jörgen Lundberg

Board Member since 2019
Employee representative appointed by Akademikerna
Born: 1964
Director Development Center, Pattern Generators

Education: MSc, Mechanical Engineering

Shareholding in Mycronic: 100


Shareholding in Mycronic as per 30 September, 2021.

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. 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 2020 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 Chair 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 2021 AGM, the auditing company Ernst & Young AB was re-elected as auditor for the period up until the 2022 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 2021 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 September, 2021.

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: 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, President of Atlas Copco Nordic 2004–2006

Board assignments: Chair of Board of Dafo Vehicle Fire Protection AB. Board member of Norican ApS

Shareholding in Mycronic: 20,000


Lena Båvegård

Sr VP Global Functions
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 and various senior positions in Q-Med and Ericsson

Board assignments: Board alternate of SIQ Intressentföreningen Kvalitetsutveckling

Shareholding in Mycronic: 2,210


Ingela Moene

Acting Sr VP Human Resources since 2021
Born: 1964

Education: MBA, Helsinki School of Economics & Business Administration

Previous positions: VP HR Kongsberg Automotive ASA, Global HR Manager Aibel AS, HR Director NKI-gruppen and Nordic HR Manager UPS

Shareholding in Mycronic: 0


Pierre Brorsson

CFO & Sr VP Corporate Development
Employed since 2021
Born: 1972

Education: MSc Business Administration

Previous positions: CFO and Executive Vice President Ramirent Plc, VP Finance & VP Business Development in several Atlas Copco Divisions

Shareholding in Mycronic: 0


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 business development in the
Mycronic Group

Board assignments: Board member of Invisio Communications AB

Shareholding in Mycronic: 22,480


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,  President, MRSI Systems LLC

Shareholding in Mycronic: 2,834


Clemens Jargon

Sr VP Assembly Solutions 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-Cell, Infineon, Siemens and T-Mobile

Shareholding in Mycronic: 3,365


Ivan Li

Sr VP Assembly Solutions High Volume
Employed since 2008
Born: 1983

Education: MSc Mechanical Engineering

Previous positions: VP Global Dispensing Mycronic and General Manager Axxon

Shareholding in Mycronic: -


Shareholding in Mycronic as per 30 September, 2021.

Group management consists of nine persons including the CEO. The CEO leads the work of Group management which meets once a month. 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. Two global management meetings were organized in 2020 to strengthen unified communication and control throughout the Group. In addition to group 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 2020 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 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

  
Fixed basic salary

The fixed salary for the CEO in 2020 was SEK 410,000 per month.

Short-term incentive program (STI)
STI is paid according to the fulfillment of Group targets and may amount to a maximum of 100 percent of the basic salary. For 2020, STI to the CEO amounts to SEK 1,775 thousand and to other senior executives SEK 4,752 thousand. The outcome of STI for 2020 reached 40 percent of the maximum amount.

Long-term incentive programs, LTI and LTIP
The company has for some time had an annual recurring share-based incentive program (LTI), with one remaining years outstanding in 2020. The amount paid was SEK 1,149 thousand in 2020. The 2019 Annual General Meeting resolved to replace the LTI program with a new program, LTIP. The program gives each senior executive the right, after the end of the qualification period, subject to the employee still being employed and dependent 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 cost for the LTIP program amounted to SEK 1,968 thousand in 2020.

Other benefits
Other benefits consists of a company car and free health care insurance.

Pension
Pension and health insurance benefits are premium-based. The contractual retirement age is 65 for the CEO and other senior executives. There are no other pension benefits other than paid pension premiums.

Employment terms and severance
The employment contract with the CEO specifies a notice period of twelve months in the event of dismissal by the company. The CEO is entitled to fixed salary and other benefits during the notice period. No benefits are payable after this period. After the notice period, the CEO is entitled to termination benefits corresponding to twelve months’ salary. For other senior executives, a period of notice of six months and six months’ severance pay apply upon termination by the company. The employment contract, with related benefits, is valid during the notice period.