Board of Directors and Auditors

Board of Directors and Auditors

Composition of the Board: In accordance with the articles of association, the Board of Directors shall consist of three to ten members, without deputies. Board members are elected annually by the Annual General Meeting for the period until the next Annual General Meeting. In accordance with legislation, employees elect three Board members and a deputy. Trelleborg’s CFO participates in the Board meetings as does the General Counsel, who also serves as the Board’s Secretary.
The below information reflect the situations per December 31, 2017. 

Board Members elected by Annual General Meeting

Sören Mellstig

Chairman of the Board
Other assignments: Chairman of Cellavision AB, Ellevio AB and Impilo AB. Board member of Julin Foundation.
Qualifications: Graduate in business administration.
Previous experience: President and CEO of Gambro and CFO and Vice President of Incentive.
Holdings 2017: 117,809 shares.
Born: 1951. Elected to Board: 2008. In current position since 2013. 
Dependence: No.

Hans Biörck

Board member
Other assignments: Chairman of Skanska AB. Board member of Bure Equity AB, Crescit Asset Management AB and Dunker Interests.
Qualifications: Graduate in business administration.
Previous experience: CFO of Skanska AB, Autoliv Inc. and Esselte AB.
Holdings 2017: 5,000 shares. 
Born: 1951. Elected to Board: 2009.
Dependence: Yes. Dependent in relation to the company’s major shareholders through his assignment on behalf of Trelleborg’s main owner, the Dunker Interests.

Gunilla Fransson

Board member
Other assignments: Board member of Eltel AB, Nederman AB, Net Insight AB, Enea AB, Permobil AB and ProOpti Sweden AB. President of Novare Peritos.
Qualifications: Licentiate of Technology.
Previous experience: Various senior positions at Saab AB and Ericsson AB.
Holdings 2017: 3,000 shares.
Born: 1960. Elected to the Board: 2016.
Dependence: No.

Johan Malmquist

Board member
Other assignments: Chairman of Arjo AB and Tingstad Papper AB. Board member of Dunker Interests, Elekta AB, Essity AB, Getinge AB, Mölnlycke Health Care AB, Stena Adactum AB and the Chalmers University of Technology Foundation.
Qualifications: Graduate in business administration.
Previous experience: President and CEO of Getinge AB and various senior positions at Electrolux AB.
Holdings 2017: 5,000 shares.
Born: 1961. Elected to the Board: 2016.
Dependence: Yes. Dependent in relation to the company’s major shareholders through his assignment on behalf of  Trelleborg’s main owner, the Dunker Interests.

Peter Nilsson

President and CEO Trelleborg and acting Business Area President of Trelleborg Offshore & Construction.
Qualifications: M.Sc. Eng.
Chairman of the Board of Cibes Holding AB. Board member of Trioplast Industrier AB and the Chamber of Commerce and Industry of Southern Sweden, and outgoing Board member of Beijer Alma AB.
Previous experience: Business Area President at Trelleborg and positions within the Trelleborg Group, as well as management consultant at BSI.
Holdings 2017: 90,572 shares and 250,000 call options*.
Born: 1966. Elected to Board: 2006.
Dependence: Yes. Dependent in relation to the company as a result of his position as Trelleborg’s President.

Anne Mette Olesen

Board member
Chief Marketing Officer, AAK AB
Other assignments: Board member of EASIS A/S.
Qualifications: MBA and B.Sc. Eng. 
Previous experience: Senior positions at Coloplast A/S, Chr. Hansen A/S and Danisco Ingredients A/S. 
Holdings 2017: 2,500 shares.
Born: 1964. Elected to Board: 2015.
Dependence: No.

Susanne Pahlén Åklundh

Board member
Executive Vice President Alfa Laval AB 
Other assignments: Board member of Alfdex AB.
Qualifications: M.Sc. Eng.
Previous experience: Various management positions at Alfa Laval AB.
Holdings 2017: 2,000 shares.
Born: 1960. Elected to Board: 2016.
Dependence: No.

Bo Risberg

Board member
Other assignments: Chairman of Piab Group Holding AB and Valmet Oy. Deputy Chairman of Grundfos Holding A/S. Board member of Stäubli Holding AG.
Qualifications: MBA and B.Sc. Eng.
Previous experience: President and CEO of Hilti Corporation and various management positions at ABB.
Holdings 2017: 9,011 shares.
Born: 1956. Elected to Board: 2010.
Dependence: No.

Board members appointed by employees

Göran Andersson

Employee representative
Mechanic, appointed by the Unions of the Trelleborg Group (LO).
Other assignments: Member of Unions of the Trelleborg Group (LO).
Qualifications: Mechanic, negotiation training and training in labor law.
Holdings 2017: -
Born: 1959.  Elected to Board: 2014.

Peter Larsson

Employee representative
Plant manager, appointed by the Unions of the Trelleborg Group (PTK).
Other assignments: Chairman of Unionen Trelleborg AB. Member of Trelleborg European Works Council and Trelleborg Swedish Works Council (PTK). 
Qualifications: Engineer.
Holdings 2016: 3,000 shares. 
Born: 1965. Elected to Board: 2011.

Mikael Nilsson

Employee representative
Industrial worker, appointed by the Unions of the Trelleborg Group (LO).
Other assignments: Chairman of Trelleborg Swedish Works Council (LO) and Chairman of Trelleborg European Works Council. Board member of Avdelning 52 Hus AB.
Qualifications: Training in labor law, economics and personnel policy.
Holdings 2017: -
Born: 1967. Elected to Board: 2009.

Ingemar Thörn

Employee representative, deputy
Customer service, appointed by the Unions of the Trelleborg Group (PTK).
Other assignments: Deputy Chairman of Unionen Trelleborg AB and member of Trelleborg Swedish Works Council (PTK).
Qualifications: Engineer, training in purchasing and logistics.
Holdings 2017: -
Born: 1972. Elected to board: 2014.

*In February 2016, the principal owner – The Henry Dunker Donation Fund & Foundations – offered the President and CEO 250,000 call options in Trelleborg, with a term of fi ve years. Peter Nilsson purchased these call options at a price of SEK 15.20 per call option. Each call option entitles the holder to purchase one Series B share at a call price of SEK 143.16. The Black & Scholes method was used in the valuation of the call options. The principal owner’s intention in introducing the program was to encourage the President and CEO’s long-term commitment to the company. Trelleborg AB did not participate in the offer and will not have any expenses in connection with the offer.

Board's Committees

The Board has established three committees from within its ranks without this otherwise impacting the Board’s responsibilities and duties. These are the Audit, Finance and Compensation Committees.

Auditor

The Annual General Meeting appoints an auditor that examines the annual report and accounts, the consolidated financial statements, the administration of the Board of Directors and President and the annual report and accounts of subsidiaries, and submits an audit report.

Hans Warén

Authorized Public Accountant, Auditor in Charge
Auditor of the Trelleborg Group since 2017. Partner of Deloitte since 1998.
Qualifications: Graduate in business administration. Authorized Public Accountant since 1992.
Assignments: Axfood, Castellum, Gunnebo and Lindab
Born: 1964. 


Maria Ekelund

Authorized Public Accountant
Auditor of the Trelleborg Group since 2017. Partner of Deloitte since 2008.
Qualifications: Master in business administration. Authorized Public Accountant since 2002.
Assignments: Atos Medical, CellaVision, Probi and Xylem.
Born: 1970. 


Auditors’ remuneration 2017

SEK M 2017  2016 
Deloitte/PricewaterCoopers*    
Audit assignment  24  30
Audit activities other than audit assignment  1  3
Tax consultancy services  1  5
Other services  1  13
Other auditors    
Audit assignment  3  2
Audit activities other than audit assignment  0  0
Tax consultancy service  0  1
Other services  0  1

Total

 30  55

*Deloitte AB was appointed the Group's auditor at the 2017 Annual General Meeting. Fees for 2017 relate to Deloitte and fees for 2016 relate to PricewaterhouseCoopers as the Group's appointed auditors.