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, 2018.
Board Members elected by Annual General Meeting
Hans Biörck
Chairman
Other assignments: Chairman of the board of Skanska AB. Board member of Svenska Handelsbanken AB.
Qualifications: Graduate in business administration.
Previous experience: CFO of Skanska AB, Autoliv Inc. and Esselte AB.
Holdings 2018: 10,000 shares.
Born: 1951. Elected to Board: 2009.
Dependence: No.
Other assignments: Chairman of the board of Skanska AB. Board member of Svenska Handelsbanken AB.
Qualifications: Graduate in business administration.
Previous experience: CFO of Skanska AB, Autoliv Inc. and Esselte AB.
Holdings 2018: 10,000 shares.
Born: 1951. Elected to Board: 2009.
Dependence: No.
Gunilla Fransson
Board member
Other assignments: Chairman of the Board of Net Insight AB. Board member of Dunker Interests, Eltel AB, Nederman AB, Enea AB and Permobil AB.
Qualifications: M.Sc. Eng. and Licentiate of Technology.
Previous experience: Various senior positions at Saab AB and Ericsson AB.
Holdings 2018: 3,000 shares.
Born: 1960. 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.
Other assignments: Chairman of the Board of Net Insight AB. Board member of Dunker Interests, Eltel AB, Nederman AB, Enea AB and Permobil AB.
Qualifications: M.Sc. Eng. and Licentiate of Technology.
Previous experience: Various senior positions at Saab AB and Ericsson AB.
Holdings 2018: 3,000 shares.
Born: 1960. 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.
Johan Malmquist
Board member
Other assignments: Chairman of the Board of Arjo AB and Tingstad Papper AB. Board member of Dunker Interests, Elekta 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 2018: 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.
Other assignments: Chairman of the Board of Arjo AB and Tingstad Papper AB. Board member of Dunker Interests, Elekta 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 2018: 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 Business Area President of Trelleborg Offshore & Construction.
Qualifications: M.Sc. Eng.
Other assignments: Chairman of the Board of Cibes Holding AB. Board member of Couplers Holdco AB and the Chamber of Commerce and Industry of Southern Sweden.
Previous experience: Business Area President at Trelleborg and positions within the Trelleborg Group, as well as management consultant at BSI.
Holdings 2018: 60,572 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.
Qualifications: M.Sc. Eng.
Other assignments: Chairman of the Board of Cibes Holding AB. Board member of Couplers Holdco AB and the Chamber of Commerce and Industry of Southern Sweden.
Previous experience: Business Area President at Trelleborg and positions within the Trelleborg Group, as well as management consultant at BSI.
Holdings 2018: 60,572 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 2018: 2,500 shares.
Born: 1964. Elected to Board: 2015.
Dependence: No.
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 2018: 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 2018: 3,000 shares.
Born: 1960. Elected to Board: 2016.
Dependence: No.
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 2018: 3,000 shares.
Born: 1960. Elected to Board: 2016.
Dependence: No.
Panu Routila
Board member
Other assignments: Board member of East Office of Finnish Industries Oy, Onvest Oy and Teknologi-industri in Finland
Qualifications: M.Sc. in Economics.
Previous experience: President and CEO Konecranes, President and CEO of Ahlström Capital Oy, CEO of Alteams Oy, Director and Controller within Outokumpu Group, various management positions at Partek Group.
Holdings 2018: -
Born: 1964. Elected to Board: 2018.
Dependence: No.
Other assignments: Board member of East Office of Finnish Industries Oy, Onvest Oy and Teknologi-industri in Finland
Qualifications: M.Sc. in Economics.
Previous experience: President and CEO Konecranes, President and CEO of Ahlström Capital Oy, CEO of Alteams Oy, Director and Controller within Outokumpu Group, various management positions at Partek Group.
Holdings 2018: -
Born: 1964. Elected to Board: 2018.
Dependence: No.
Jan Ståhlberg
Board member
Investment and advisory business through the Trill operations
Other assignments: Chairman of Bactiguard Holding AB. Board member of ITB-Med AB. Senior Advisor EQT AB.
Qualifications: Graduate in business administration.
Previous experience: Co-founder of EQT AB. Formerly various positions in Ovako Steel.
Holdings 2018: 130,000 shares.
Born: 1962. Elected to Board: 2018.
Dependence: Yes. Dependent in relation to the company’s major shareholders through his assignment on behalf of Trelleborg’s main owner, the Dunker Interests.
Investment and advisory business through the Trill operations
Other assignments: Chairman of Bactiguard Holding AB. Board member of ITB-Med AB. Senior Advisor EQT AB.
Qualifications: Graduate in business administration.
Previous experience: Co-founder of EQT AB. Formerly various positions in Ovako Steel.
Holdings 2018: 130,000 shares.
Born: 1962. Elected to Board: 2018.
Dependence: Yes. Dependent in relation to the company’s major shareholders through his assignment on behalf of Trelleborg’s main owner, the Dunker Interests.
Board members appointed by employees
Jimmy Faltin
Employee representative
Machine operator, appointed by the Unions of the Trelleborg Group (LO).
Other assignments: Member of Trelleborg European Work Council, Unions of the Trelleborg Group (LO) and Negotiation delegation for the Technology Agreement of IF Metall. Division Chairman IF Metall Norra Västerbotten.
Qualifications: Education in behavioral science, labor agreements and labor laws.
Holdings April 2018: -
Born: 1965. Elected to Board: 2018.
Machine operator, appointed by the Unions of the Trelleborg Group (LO).
Other assignments: Member of Trelleborg European Work Council, Unions of the Trelleborg Group (LO) and Negotiation delegation for the Technology Agreement of IF Metall. Division Chairman IF Metall Norra Västerbotten.
Qualifications: Education in behavioral science, labor agreements and labor laws.
Holdings April 2018: -
Born: 1965. Elected to Board: 2018.
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 2018: 3,000 shares.
Born: 1965. Elected to Board: 2011.
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 2018: 3,000 shares.
Born: 1965. Elected to Board: 2011.
Lars Pettersson
Employee representative
Machine operator, appointed by the Unions of the Trelleborg Group (LO).
Other assignments: Member of Unions of the Trelleborg Group (LO).
Qualifications: Cabinetmaker, training in negotiation and in salary system development.
Holdings 2018: -
Born: 1965. Elected to Board: 2018.
Machine operator, appointed by the Unions of the Trelleborg Group (LO).
Other assignments: Member of Unions of the Trelleborg Group (LO).
Qualifications: Cabinetmaker, training in negotiation and in salary system development.
Holdings 2018: -
Born: 1965. Elected to Board: 2018.
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 2018: 100 shares.
Born: 1972. Elected to board: 2014.
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 2018: 100 shares.
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.
**In November 2018, the principal owner – The Henry Dunker Donation Fund & Foundations – offered Trelleborg’s Group management 12,500 call options each, except the President and CEO who was offered 50,000 call options, in Trelleborg, with a term of five years. They purchased these call options at a price of SEK 9.86 per call option. Each call option entitles the holder to purchase one Series B share at a call price of SEK 175.83. 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 Group management’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.
Audit Committee
The Audit Committee is composed by Gunilla Fransson, who also chairs the Committee, Hans Biörck, Susanne Pahlén Åklundh and Panu Routila. 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.
Finance Committee
The Finance Committee is composed by Hans Biörck, who also chairs the Committee, Johan Malmquist 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.
Remuneration Committte
The Compensation Committee is composed by Hans Biörck, who also chairs the Committee, Johan Malmquist and Anne Mette Olesen. The Senior Vice President Human Resources, who is also the Secretary of the Compensation Committee, participates in Committee meetings.
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.
Election of auditors
Part of the Nomination Committee’s assignment is to prepare proposals for auditors for approval at the Annual General Meeting. Trelleborg’s auditor is the Deloitte AB firm of authorized public accountants, including Authorized Public Accountants Hans Warén and Maria Ekelund. Hans Warén is the Auditor in Charge. The 2018 Annual General Meeting appointed Deloitte AB as Trelleborg’s auditor for a period of one year.
Work of the auditors
The auditors base their work on an audit plan, part of which involves obtaining opinions from the Audit Committee and Board of Directors, and reports their observations on a regular basis to the Audit Committee and to the Board of Directors throughout the auditing process and in connection with the adoption of the annual accounts. The auditors also participate in the Annual General Meeting where they describe the auditing activities and the observations made.
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, Ikano bostad and Xylem.
Born: 1970.
Auditors’ remuneration 2018
| SEK M | 2018 | 2017 |
|---|---|---|
| Deloitte | ||
| Audit assignment | 24 | 24 |
| Audit activities other than audit assignment | 1 | 1 |
| Tax consultancy services | 0 | 1 |
| Other services | 0 | 1 |
| Other auditors | ||
| Audit assignment | 3 | 3 |
| Audit activities other than audit assignment | 0 | 0 |
| Tax consultancy service | 0 | 0 |
| Other services | 0 | 0 |
|
Total |
28 | 30 |