The Nomination Committee’s reasoned statement as regards proposal of Board
of Directors in Alfa Laval AB (publ)
In respect of the Annual General Meeting 2023, the Nomination Committee consists of Anders Oscarsson (AMF), Anna Magnusson (Alecta), Javiera Ragnartz (SEB fonder), Jörn Rausing (Tetra Laval), Lennart Francke (Swedbank Robur Fonder), and the Chairman of the Board, Dennis Jönsson. Jörn Rausing is the Chairman of the Nomination Committee and Emma Adlerton, General Counsel and Secretary to the Board of Alfa Laval AB, is appointed Secretary to the Nomination Committee. The Nomination Committee has, in respect of the Annual General Meeting 2023, held 8 formal meetings, which were partly digital, and has also had contact by e-mail. The meetings included an evaluation of the composition and competence of the Board of Directors, candidates for next term and compensation to the Board members.
The Nomination Committee proposes re-election of the Board members Dennis Jönsson, Finn Rausing, Henrik Lange, Jörn Rausing, Lilian Fossum Biner, Ray Mauritsson and Ulf Wiinberg. Moreover, the Nomination Committee proposes election of Anna Müller and Nadine Crauwels as new members of the Board of Directors. Maria Moræus Hanssen has declined re-election.
In addition, the Nomination Committee proposes that Dennis Jönsson is re-appointed as Chairman of the Board of Directors. In case Dennis Jönsson’s assignment as Chairman of the Board of Directors ends prematurely, the Board of Directors shall appoint a new Chairman within the Board.
As a result of the Nomination Committee’s proposal, the Board of Directors will be increased with one person during the next term and accordingly comprise of nine members elected by the general meeting.
The proposed members of the Board of Directors are presented on Alfa Laval’s website, https://www.alfalaval.com/investors/corporate-governance/under information about the Board of Directors and the Annual General Meeting 2023.
3. Reasoned statement as regards proposal of Board of Directors
To get a deeper understanding of the Board´s needs and overall competence, the members of the Nominating Committee, with exception of Jörn Rausing and Dennis Jönsson, have carried out interviews with two of the current Board members that are not members of the Nomination Committee. In addition, the Nomination Committee has reviewed the digital evaluation concerning the work of the Board. The evaluation has been conducted by the Chairman together with the other members of the Board and focuses on the work procedures of the Board of Directors, such as the work climate and the need for specific competence within the Board of Directors. Further, Alfa Laval’s CEO has given the Nomination Committee an orientation about the company and has answered the Nomination Committee’s questions about the company´s operations.
In connection with the preparatory work to present a proposal for the composition of the Board of Directors, the Nomination Committee has strived for that the proposed Board comprises of members with a relevant operational and industrial experience. The Nomination Committee has assessed that the overall competence of the Board does not need to be expanded within any specific area, but has instead, with regard to the company’s global operations, aimed to propose a Board of Directors that represents an extensive diversity and breadth of experience, knowledge, competence, and background. Moreover, the Nomination Committee has highlighted that experience and understanding of project business is an advantage. In its proposal, the Nomination Committee has considered that several of the current Board members have been elected to the Board in recent years, and consequently, that there is a need for a continued stability in the Board. In its work, the Nomination Committee has used external resources to find suitable candidates with a relevant profile. Interviews with several potential candidates have thereafter been carried out by the Nomination Committee.
The proposal presented to the Annual General Meeting by the Nomination Committee, has been prepared in accordance with the Nomination Committee Instructions, resolved by the 2018 Annual General Meeting of Alfa Laval AB.
In considering the proposal for the Board of Directors, the Nomination Committee has applied provision 4.1 in the Swedish Corporate Governance Code (Sw Svensk kod för bolagsstyrning) (the “Code”) as diversity policy. In addition, the Nomination Committee has particularly considered the requirements in the Code concerning that an even gender balance within the Board of Directors should be aimed for as well as the ambitions communicated by the Swedish Corporate Governance Board regarding the gender balance in Boards of listed companies.
Based on the above, the Nomination Committee has decided to propose re-election of the current Board members that are available for re-election as well as to propose election of Anna Müller och Nadine Crauwels as new members of the Board. The Nomination Committee’s proposal means that the Board of Directors will comprise of nine members elected by the general meeting up until the end of the next Annual General Meeting 2024.
The Nomination Committee’s overall assessment is that the proposed Board of Directors, with regard to the company’s operations, development phase and other conditions, has an appropriate composition, characterized by diversity and breadth of competence, knowledge and experience which altogether will contribute to a continued economic profitability for Alfa Laval in the future.
The Nomination committee has in recent years strived for an even gender balance within the Board of Directors in accordance with the ambitions communicated by the Swedish Corporate Governance Board. The proposed Board of Directors consists of three women and six men, which corresponds to a women proportion of 33 percent. Thus, the number of women in the Board is still lower than desired and the strive to reach an even gender balance in the Board of Directors will continue to be prioritized.
It is the Nomination Committee’s opinion that the proposed Board members can set aside the time required to fulfill their respective Board assignments in Alfa Laval.
In accordance with the requirements set forth in the Code, the Nomination Committee has discussed the issue of the Board members’ independency. The Nomination
Committee has assessed that all members proposed to be elected by the general meeting, are independent of the company and the management. Furthermore, all Board members, except for Finn Rausing and Jörn Rausing, are considered independent of the company’s major shareholders. Accordingly, the proposal on the composition of the Board of Directors meets applicable requirements of independent Board members as set forth in the Code.
Lund, Sweden, in March 2023
The Nomination Committee of Alfa Laval AB (publ)
Alfa Laval AB published this content on 21 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2023 09:10:04 UTC.
Technical analysis trends ALFA LAVAL AB
|Short Term||Mid-Term||Long Term|
Income Statement Evolution
|Number of Analysts||18|
|Last Close Price||340,30 SEK|
|Average target price||331,22 SEK|
|Spread / Average Target||-2,67%|