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 Board of Directors is composed by 43% women. 86% are Swedish and 14% Danish. 71% are between 61-70 years old and 29% 51-60.
The below information reflect the situations per December 31, 2023.
Board Members elected by Annual General Meeting
Johan Malmquist
Other assignments: Chairman of the Board of Arjo AB and Getinge AB. Board member of Mölnlycke Health Care AB, Stena Adactum AB and the Chalmers University of Technology Foundation
Qualifications: Graduate in business administration.
Employment and primary professional experience: Full-time Board member and/or Chairman. Formerly President and CEO of Getinge AB and various senior positions at Electrolux AB
Holdings 2023: 5,000 shares.
Born: 1961. Elected to the Board: 2016.
Dependence: No
Gunilla Fransson
Other assignments: Chairman of the Board of Net Insight AB. Board member of Dunker Foundations, Eltel AB, Nederman AB and Securitas AB.
Qualifications: M.Sc. Eng. and Licentiate of Technology.
Employment and primary professional experience: Full-time Board member and/or Chairman. Formerly various senior positions at Saab AB and Ericsson AB.
Holdings 2022: 3,000 shares.
Born: 1960. Elected to the Board: 2016.
Dependence: Yes. Dependent in relation to the company’s major shareholders through her assignment on behalf of Trelleborg’s main owner, the Dunker Foundations.
Monica Gimre
Other assignments: -
Qualifications: M.Sc. Eng.
Employment and professional experience: President and CEO Sidel Group. Formerly various senior positions at Tetra Pak and Alfa Laval
Holdings 2023: 4 538 shares.
Born: 1960. Elected to Board: 2021.
Dependence: No.
Henrik Lange
Other assignments: Vice Chairman of the Board of Velux A/S. Board member of Dunker Foundations, Alfa Laval AB, BDR Thermea Group B.V., Traction AB and the German-Swedish Chamber of Commerce
Qualifications: Graduate in business administration
Employment and primary professional experience: Full-time Board member and/or Chairman. Formerly President and CEO of Gunnebo AB, senior positions within SKF Group, CEO of Johnson Pump AB
Shareholding 2023: 4,000
Born: 1961
Elected to the Board: 2023
Dependence: Yes. Dependent in relation to the company’s major shareholders through his assignment on behalf of Trelleborg’s main owner, the Dunker Foundations
Peter Nilsson
Qualifications: M.Sc. Eng.
Other assignments: Chairman of the Board of Cibes Holding AB. Board member of the Chamber of Commerce, Industry of Southern Sweden and Svenska Handbollslandslaget AB
Employment and primary professional experience: President and CEO of Trelleborg AB. Formerly Business Area President at Trelleborg and other posts within the Trelleborg Group, as well as management consultant at BSI.
Holdings 2023: 60,572
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
Other assignments: Board member of Schur International A/S and Konsul Axel Schur og Hustrus Fond
Qualifications: MBA and B.Sc. Eng.
Employment and professional experience: Full-time Board member and investor. Formerly various senior positions at Coloplast A/S, Chr. Hansen A/S and Danisco Ingredients A/S, and Chief Strategy & Sustainability Officer AAK AB
Holdings 2023: 2,500 shares.
Born: 1964. Elected to Board: 2015.
Dependence: No.
Jan Ståhlberg
Other assignments: Board member of Bactiguard Holding AB and ITB-Med AB
Qualifications: Graduate in business administration.
Employment and professional experience: Founder and CEO of Trill Impact AB. Formerly Vice President and Deputy Chairman of EQT and various senior positions at Ovako Steel
Holdings 2023: 130,000 shares.
Born: 1962. Elected to Board: 2018.
Dependence: No
Board members appointed by employees
Jimmy Faltin
Employee representative, appointed by the Unions of the Trelleborg Group (LO)
Elected to the Board: 2018
Born: 1965
Nationality: Swedish
Machine operator. Other assignments: Member of the Trelleborg European Work Council, the Trelleborg Swedish Works Council (LO) and the Negotiating Delegation Technology Agreement IF Metall. Division Chairman IF Metall Norra Västerbotten
Qualifications: Training in behavioral science, employment contracts and labor law
Shareholding 2023: –
Maria Eriksson
Elected to the Board: 2020
Born: 1972
Nationality: Swedish
Quality engineer. Other assignments: Chairman of Unionen Trelleborg Ersmark AB and member of Trelleborg Swedish Works Council (PTK)
Qualifications: Engineer, machine specialist
Shareholding 2023: –
Lars Pettersson
Elected to the Board: 2018
Born: 1965
Nationality: Swedish
Machine operator. Other assignments: Member of Unions of the Trelleborg Group (LO)
Qualifications: Cabinetmaker, training in negotiation and in salary system development
Shareholding 2023: –
Magnus Olofsson
Deputy employee representative, appointed by the Unions of the Trelleborg Group (PTK)
Elected to the Board: 2021
Born: 1964
Nationality: Swedish
Production manager and process manager. Other assignments: Chairman of Unionen Trelleborg Industri AB and Trelleborg AB and member of Trelleborg Swedish Works Council (PTK)
Qualifications: Rubber and plastics technology.
Previous positions in production management, product and process development.
Shareholding 2023: –
| Johan Malmquist | Gunilla Fransson | Monica Gimre | Henrik Lange | Peter Nilsson | Anne Mette Olesen | Jan Ståhlberg | Maria Eriksson | Jimmy Faltin | Lars Pettersson | Magnus Olofsson | |
| Board meetings | 13 of 13 | 13 of 13 | 13 of 13 | 13 of 13 | 13 of 13 | 13 of 13 | 13 of 13 | 13 of 13 | 13 of 13 | 13 of 13 | 13 of 13 |
| Audit Committee | - | 5 of 5 | 5 of 5 | 5 of 5 | - | - | 5 of 5 | - | - | - | - |
| Remuneration Committee | 4 of 4 | 3 of 4 | - | - | - | 4 of 4 | - | - | - | - | - |
| Finance Committee | 2 of 2 | - | - | 2 of 2 | - | - | 2 of 2 | - | - | - | - |
Work of the Board of Directors
The Board of Directors is responsible for establishing Trelleborg’s overriding targets, developing and following up the overall strategy, deciding on major acquisitions, divestments and investments and continuously monitoring operations. The work of the Board follows an annual plan. Recurring issues at Board meetings include reports from the Board Committees, reports from the President, interim reports, structural issues and sustainability issues, as well as resolutions on the President’s remuneration and evaluation by the Board of Directors.
Evaluation of the the Board of Directors work
As a basis for the Nomination Committee’s work, the Chairman of the Board presented a report on the work of the Board, which included an internal evaluation of the work and function of the Board, as well as holding meetings with the President and two Board members.
Work of the Board of Directors in 2023
The Board held 13 meetings during the year, including one statutory Board meeting. During the year, the Board held four extra meetings to address acquisition and strategic issues.
- Report from Board Committees, report from the auditor, report from the President, Year-end report, proposed dividend, sustainability issues, risk management, legal disputes and insurance coverage, investments, acquisitions and divestments, decision on the President’s remuneration.
- 2022 Annual Report, remuneration principles for senior executives
- Report from the Board Committees, report from the President, interim report, investments, acquisitions and divestments, mandate for share repurchase program.
- Statutory Board meeting
- Annual review of developments in sustainability field. Update on developments in the business areas. Visit to manufacturing plant.
- New sustainability targets.
- Report from the President, update on macroeconomic situation, strategy issues, financial targets, update on share repurchase program, sustainability issues, acquisitions and divestments, interim report.
- Report from Board Committees, report from the auditor, report from the President, interim report, developments in Excellence, acquisitions and divestments, investments, succession planning, update on property matters, sustainability issues, Board evaluation.
- Report from Board Committees, report from the auditor, report from the President, strategic plan and ambitions for 2023–2025, plan for the Annual Report, Board evaluation, acquisitions and divestments, investments, risk and insurance review, outcome of employee survey, sustainability issues. Visit to manufacturing plant.
Board's Committees
The Audit Committee represents the Board in matters such as monitoring the processes concerning financial reporting, risk management and internal control and also assists the Nomination Committee with proposals for the election of auditor.
The Audit Committee is composed by Gunilla Fransson, who also chairs the Committee, Henrik Lange, Monica Gimre and Jan Ståhlberg. The Group’s CFO, the Group’s General Counsel, who is also the Secretary of the Audit Committee, the Head of the Internal Control, the Head of Group Finance, the Head of Group Treasury and the Head of Group Tax participate in the Committee meetings, as does the company’s auditor, when necessary.
The Remuneration Committee prepares remuneration and other employment terms for the President and decides on these for other senior executives. The Committee represents the Board in managerial and succession planning as well as leadership development
The Compensation Committee is composed by Johan Malmquist, who also chairs the Committee, Gunilla Fransson and Anne Mette Olesen. The Senior Vice President Human Resources, who is also the Secretary of the Compensation Committee, participates in Committee meetings.
The Finance Committee acts on behalf of the Board, preparing the strategic issues in relation to financing, evaluating the Group’s existing and required financing scope, as well as potential acquisitions and their impact on the Group.
The Finance Committee is composed by Johan Malmquist, who also chairs the Committee, Henrik Lange and Jan Ståhlberg. The President and CEO, the Group’s CFO and the VP M&A and Strategy, who is also the Secretary of the Finance Committee, participate in the Committee meetings.
Auditor
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.
Other assignments: Atrium Ljungberg, Industrivärden and SKF
Born: 1964.
|
SEK M
|
2023
|
2022
|
|---|---|---|
| Deloitte | ||
| Audit assignment | 26 | 20 |
| Audit activities other than audit assignment | 1 | 1 |
| Tax consultancy services | 0 | 0 |
| Other services | 0 | 0 |
| Other auditors | ||
| Audit assignment | 7 | 5 |
| Audit activities other than audit assignment | 0 | 0 |
| Tax consultancy service | - | 0 |
| Other services | - | 0 |
|
Total |
34 | 26 |