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Corporate governance

Alfa Laval is a public company listed on the NASDAQ OMX Exchange Stockholm and as such, its governance is subject to a number of laws and regulations. The most important of these are the Swedish Companies Act, the Swedish Annual Accounts Act, the rules of the exchange and the Swedish Corporate Governance Code (“the Code”). Alfa Laval’s corporate governance complies with the Code, with only one exception.

The external regulations are supplemented by internal ones, which include the company’s Business Principles, governing documents, such as guidelines and instructions as well as procedures for control and risk management. In addition, the work of the Board and the president is governed by formal work plans.

 

Annual General Meeting

The Annual General Meeting will be held at Sparbanken Skåne Arena, Klostergårdens idrottsområde, Stattenavägen, Lund, Sweden, on April 23rd 2018, at 16.00 (CET).

Nomination Committee

The following representatives of Alfa Laval AB's largest shareholders have been asked and accepted to form the Nomination Committee for the Annual General Meeting 2018:

Finn Rausing - Tetra Laval
Ramsay Brufer - Alecta Pensionsförsäkring
Jan Andersson - Swedbank Robur Fonder
Lars-Åke Bokenberger - AMF-Försäkring och Fonder
Johan Strandberg - SEB Investment Managemenent

Shareholders who wish to submit proposals for the Nomination Committee in preparation of the Annual General Meeting can turn to the Chariman of the Board of Alfa Laval AB, Anders Narvinger, or to the other shareholder representatives. Contact can also be made directly via E-mail to: valberedningen@alfalaval.com. Proposals to the AGM should be submitted March 5th, the latest.

The Annual General Meeting (AGM) is the Alfa Laval Group's highest decision-making body. According to Alfa Laval's Articles of Association, the AGM shall be held annually within six months of the close of the fiscal year, in either Lund or Stockholm. Normally, the AGM takes place at the end of April or beginning of May in Lund.

Below you find the documentation related to previous AGMs.

 

Board of directors

Alfa Laval's Board of Directors consists of eight elected members, with no deputies, and three employee representatives, with three deputies.

Anders Narvinger

Chairman since 2003.

Born: 1948.
Formerly President of Teknikföretagen and formerly President and CEO of ABB Sweden.
Education: BSc. Eng from the Faculty of Engineering at Lund University, BSc. Econ from Uppsala University.
Chairman of the Board: ÅF AB, Coor Service Management AB and Capio AB.
Independent of company and major shareholders.
Number of shares in Alfa Laval: 40,000* (40,000**). 

Anna Ohlsson-Leijon

 

Board member since 2017.

Born: 1968.
CFO AB Electrolux.
Former positions include CFO of Electrolux Major Appliances EMEA, Head of Electrolux Corporate Control & Services, Electrolux Group Treasurer and Head of Internal Audit.
Education: B.Sc. in Business Administration and Economics.
Independent of the company and of major shareholders.
Number of shares in Alfa Laval: 0

Ulla Litzén

Board member since 2006.

Born: 1956.
Former positions include President of W Capital Management and various senior positions at Investor.
Education: BSc. Econ from the Stockholm School of Economics, MBA from the Massachusetts Institute of Technology.
Board member: among others, Boliden AB, Electrolux AB, Husqvarna AB, NCC AB and Ratos AB.
Independent of company and major shareholders.
Number of shares in Alfa Laval: 29,000* (29,000**).

Finn Rausing

Board member since 2000.

Born: 1955.
Education: B.L., MBA from INSEAD.
Board member of Tetra Laval Group, DeLaval Holding AB, EQT AB and Swede Ship Marine AB.
Independent of company. 

Jörn Rausing

Board member since 2000.

Born: 1960.
Head of Mergers and Acquisitions (M&A) in the Tetra Laval Group.
Education: BSc. Econ.
Board member of the Tetra Laval Group, Ocado PLC and DeLaval Holding AB.
Independent of company.

Ulf Wiinberg

Board member since 2013.

Born: 1958.
Former CEO of H. Lundbeck A/S, as well as director of Wyeth Pharmaceuticals, EMEA/Canada & BioPharma, and a number of other senior positions in Wyeth.
Chairman of the Board: Avillion LLP, Hansa Medical AB, Trialbee AB and Sigrid Therapeutics.
Board member: UCB Pharma and Agenus Inc.
Independent of company and major shareholder.
Number of shares in Alfa Laval: 20,000* (20,000**)

Margareth Övrum

Board member since 2015.

Born: 1958.
Executive Vice President and member of Group management at Statoil ASA. Previously held senior positions in a number of areas in Statoil's Norwegian operations, including technology, projects, production, maintenance, health, safety, environment and purchasing.
Education: Master's degree in Technical Physics from the Norwegian University of Science and Technology in Trondheim.
Board member of Atlas Copco and FMC Corporation.
Independent of the company and major shareholders.
Number of shares in Alfa Laval: -

Bror García Lantz

Employee representative since 2012.

Born: 1965.
Employed by Alfa Laval since 1990.
Employee representative for the Swedish Union of Clerical and Technical Employees in Industry (Unionen).
Number of shares in Alfa Laval: 100* (-)**

Henrik Nielsen

Employee representative since 2015.

Born: 1968.
Employed by Alfa Laval since 1994.
Employee representative for the Swedish Metal Workers’ Union (IF Metall).
Number of shares in Alfa Laval: -

Susanne Jonsson

Employee representative since 2016.

Born: 1965.
Employed by Alfa Laval since 2008.
Employee representative for the Swedish Confederation of Professional Associations (SACO). 

*Holdings as of December 31, 2016.
**Holdings as of December 31, 2015

Group management

Tom Erixon

President and CEO.

Born: 1960.
CEO since March 1, 2016.
Former positions include President and CEO of OVAKO AB and President of Sandvik Coromant.
Board member of Boliden AB, Chinsay.
Education: MA Law from the University of Lund in Sweden and MBA Business Administration from IESE in Spain.
Number of shares in Alfa Laval: 34,900 + 4,300 through endowment insurance.*

Thomas Thuresson

Chief Financial Officer

Born: 1957.
Employed by Alfa Laval since 1988.
Chief Financial Officer since 1995. Former positions include Controller of the Flow business area and Group Controller of the Alfa Laval Group.
Board member of JM AB.
Education: BSc. Econ., IMD (BPSE)
Number of shares in Alfa Laval: 130,095* (130,170**).

Mikael Tydén

President, Operations Division

Born: 1967.
Employed by Alfa Laval since 1995.
President of the Operations Division since January 2017.
Education: Ms. Mech. Eng.
Number of shares in Alfa Laval: 1,000* (1,000**).

Susanne Pahlén Åklundh

President, Energy Division

Born: 1960.
Employed by Alfa Laval since 1983.
President of the Equipment Division since 2009.
Previously responsible for Mid Europe, Nordic regions and the Process Industry segment.
Board member of Trelleborg AB.
Education: BSc. Eng.
Number of shares in Alfa Laval: 10,000* (8,000**).

Nish Patel

President Food & Water Division

Born: 1962.
Employed by Alfa Laval since 1984.
Regional manager since 2011. Prior to this, he served as head of India and the UK.
Education: BSc. Eng.
Number of shares in Alfa Laval: 47,552* (47,552**)

Peter Leifland

President, Marine Division

Born: 1954.
Employed by Alfa Laval since 1985.
President of the Marine & Diesel Division since 2011. Former positions include regional manager in charge of the Western Europe and North America Region 2004-2011, the Asia and Latin America Region 2001-2004 and the Eastern Europe and Latin America Region 1999-2001.
Education: B.L., lic.spec. IMD (PED).
Number of shares in Alfa Laval: 430,000* (430,000**).

Joakim Vilson

Executive Vice President Global Sales & Service

Born: 1965
Employed by Alfa Laval since 1990.
Regional manager since January 1, 2013. Former positions include head of the Mid Europe Region and the Process Industry segment.
Education: BSc. Eng.
Number of shares in Alfa Laval: 6,520* (6,520**)

Peter Torstensson

Senior Vice President, Corporate Communication

Born: 1955.
Employed by Alfa Laval since 1999.
Senior Vice President, Corporate Communications since 1999. Former positions include President of Borstahusen Informationsdesign.
Number of shares in Alfa Laval: 66,000* (66,000**)

Peter Bailliere

Senior Vice President, Human Resources

Born: 1963.
Employed by Alfa Laval since 2007.
Senior Vice President, Human Resources, since July 1, 2007.
Previously Head Group Human Resources at Volvo Cars.
Education: Master of Sociology, Bachelor in Fiscal Law

*Holdings as of December 31, 2016.
**Holdings as of December 31, 2015

Auditors

In Alfa Laval’s judgment, none of these auditors has any relationship to Alfa Laval, or a company close to Alfa Laval, that could affect their independent status in relation to the company.

Ordinary auditors

Håkan Olsson Reising
Authorized Public Accountant, KPMG.
Born: 1961.
Elected auditor at the Annual General Meeting 2016.

Joakim Thilstedt
Authorized Public Accountant, KPMG.
Born: 1967.
Elected auditor at the Annual General meeting 2016.

Deputy auditors

David Olow
Authorized Public Accountant, KPMG.
Born: 1963.
Elected deputy auditor at the Annual General Meeting 2016.

Duane Swanson
Authorized Public Accountant, KPMG.
Born: 1959.
Elected deputy auditor at the Annual General Meeting 2016.

Committees

Audit Committee

Areas of responsibility

The Audit Committee ensures compliance with the principles for financial reporting and internal control. The Committee formulates guidelines for the company’s financial reporting and follow-up, and has the right to determine the focus of the internal audit. The Committee examines the procedures for reporting and financial controls, as well as the work, qualifications and independence of the external auditors. For further information regarding the responsibilities of the Audit Committee, refer to “The Board of Directors’ report on internal control”.

“The Board of Directors’ report on internal control”

Members

Members are appointed annually at the Board’s statutory meeting. In 2017, the Committee comprises Finn Rausing (Chairman), Anna Ohlsson-Leijon and Ulla Litzén, with the company’s Chief Legal Counsel serving as secretary.

Remuneration Committee

Areas of responsibility

The Remuneration Committee is involved in recruitment, appointments, and matters pertaining to other conditions of employment relating to the President and Group management. The Committee is responsible for preparing the guidelines for remuneration to senior executives to be resolved on by the Annual General Meeting and for submitting motions to the Board of Directors regarding salary and employment terms for the President. In addition, the Committee addresses matters regarding salary and employment terms for senior executives who report directly to the President.

Members

The Remuneration Committee is appointed annually at the Board’s statutory meeting. In 2017, the Committee comprises Anders Narvinger (Chairman) and Jörn Rausing. 

Nominating committee

Alfa Laval AB's Nomination Committee for the Annual General Meeting 2017

The following representatives of Alfa Laval AB’s largest shareholders have been asked and accepted to form the Nomination Committee for the Annual General Meeting 2017:

Jörn Rausing – Tetra Laval
Jan Andersson – Swedbank Robur Fonder
Ramsay Brufer – Alecta
Lars-Åke Bokenberger – AMF-Pension
Magnus Fernström – Foundation Asset Management

Shareholders who wish to submit proposals for the Nomination Committee in preparation of the Annual General Meeting can turn to the Chairman of the Board of Alfa Laval AB, Anders Narvinger, or to the other shareholder representatives. Contact can also be made directly via E-mail to: valberedningen@alfalaval.com.

The Swedish Code of Corporate Governance

The Swedish Code of Corporate Governance is an important component in the self-regulation of Swedish business and aims to improve corporate governance within the Swedish listed companies. It complements the Swedish Companies Act and other legislation.

The Swedish Corporate Governance Board issued a revised version of the code which was applicable from December 1, 2016. To this should be added Instructions issued by the Swedish Corporate Governance Board. These you can find at www.corporategovernanceboard.se. The Swedish code is based on the principle "comply or explain" which means that a company can deviate from the code's provisions as long as it clearly shows and explains why.

Read the complete code in the downloadable PDF