Presentation of the nomination committee’s work and proposals prior to the 2012 AGM
Nomination committee
A nomination committee consisting of Stefan Charette, representing Creades AB; Göran Carlson, representing his own shareholding; Anders Algotsson, representing AFA Försäkring and Björn Cederlund, representing Unionen, was appointed in October 2011 prior to the annual general meeting in 2012. Stefan Charette was named chairman of the nomination committee.
The nomination committee has held 4 meetings and its members have remained in frequent contact with each other.
The nomination committee of Haldex AB (publ) will present the following proposals to the Annual General Meeting of Haldex AB (publ).
Election of chairman of the board and other members of the company’s board of directors
The nomination committee proposes that the board of directors shall consist of 5 members without deputies.
The nomination committee proposes re-election of the following board members: Göran Carlson, Stefan Charette, Magnus Johansson and Arne Karlsson. The nomination committee also proposes the election of Annika Sten Pärson. Göran Carlson is proposed to be elected as chairman of the board.
Annika Sten Pärson is Chief Sales & Marketing Officer of Com Hem Aktiebolag and has previously worked as Head of COOP Forum. Further, Annika Sten Pärson has been involved in the business development of Swedbank and served as Marketing Director of Candelia.
In order to strengthen Haldex’s focus in the growth markets, a regional board has been established, with the purpose of focusing the strategy in primarily China, India, Brazil and Russia. CS Patel, current board member of Haldex, will be part of this board and will therefore resign from Haldex AB’s board. The regional board will consist of CS Patel, Göran Carlson and the company’s CEO and CFO.
Through the divestment of Traction and the distribution of Concentric the operations of Haldex have been focused on core activities, and the nomination committee therefore deems that a slightly smaller board will have better possibilities to focus on development issues and to safeguard the shareholders’ interests through increased focus.
All proposed board members are deemed to be independent in relation to the company and corporate management. Four of the board members are independent in relation to the company’s major shareholders. They are Göran Carlson, Arne Karlsson, Magnus Johansson and Annika Sten Pärson. Accordingly, the proposal concerning the Board’s composition complies with the regulations of the Swedish Code on Corporate Governance with regard to independence.
Proposal for director fees
The nomination committee proposes adjusted director fees but unchanged remuneration to committee members.
Director fees are proposed as follows: SEK 500,000 (450,000) to the chairman of the board and SEK 200,000 (175,000) to each of the other board members. Remuneration for committee work is proposed as follows: SEK 100,000 (100,000) to the chairman of the audit committee; SEK 50,000 (50,000) to other
member(s) of the audit committee; SEK 50,000 (50,000) to the chairman of the remuneration committee and SEK 25,000 (25,000) to other member(s) of the remuneration committee.
Proposal for auditors’ fees
Fees paid to the auditors are proposed to correspond with charges invoiced for service rendered.
Chairman of the Annual General Meeting
The nomination committee proposes that Göran Carlson be elected as chairman of the Annual General Meeting.
The nomination committee’s reasoned statement to the 2012 AGM
Reasoned statement regarding the nomination committee’s proposal for board of directors
The nomination committee of Haldex AB (publ) provides the following reasoned statement with regard to its proposal for board of directors as follows:
The nomination committee proposes re-election of the following board members: Göran Carlson, Stefan Charette, Magnus Johansson and Arne Karlsson. The committee also proposes the election of Annika Sten Pärson. Annika was born 1963 and is currently Chief Sales & Marketing Officer of Com Hem Aktiebolag. Göran Carlson is proposed to be elected as chairman of the board.
In order to strengthen Haldex’s focus in the growth markets, a regional board has been established, with the purpose of focusing the strategy in primarily China, India, Brazil and Russia. CS Patel, current board member of Haldex, will be part of this board and will therefore resign from Haldex AB’s board. The regional board will consist of CS Patel, Göran Carlson and the company’s CEO and CFO.
Through the divestment of Traction and the distribution of Concentric the operations of Haldex have been focused on core activities, and the nomination committee therefore deems that a slightly smaller board will have better possibilities to focus on development issues and to safeguard the shareholders’ interests through increased focus. Annika Sten Pärson, Chief Sales & Marketing Officer of Com Hem Aktiebolag, is proposed as new board member in order to strengthen the board’s competence within the field of marketing.
All proposed board members are deemed to be independent in relation to the company and corporate management. Four of the board members are independent in relation to the company’s major shareholders. They are Göran Carlson, Arne Karlsson, Magnus Johansson and Annika Sten Pärson. Accordingly, the proposal concerning the Board’s composition complies with the regulations of the Swedish Code on Corporate Governance with regard to independence.
Presentation of proposed Board members of Haldex AB
Göran Carlson
Chairman of the Board since 2011.
Born 1957. Member since 2010.
M. Sc. Economics and MBA.
Previously President of Ur & Penn – Erling Persson AB, President and owner of c/o Departments & Stores AB and founder of Medstop AB, a chain of pharmacies.
Deputy Chairman of Svenskt Tenn AB.
Deputy Chairman of Medstop AB.
Shareholding: 2,306,356 shares of Haldex AB.
Independent in relation to the company, corporate management and major shareholders.
Stefan Charette
Born 1972. Elected 2009
MSc Mathematical Finance, BSc Electrical Engineering.
CEO of Creades AB.
Previously CEO of Investment AB Öresund, AB Custos and President of the Brokk Group. Corporate advisor for multinational corporations at Lehman Brothers and Salomon Smith Barney.
Chairman of the Board of Directors in Concentric AB, Note AB and Global Batterier.
Board member of Transcom S.A., Bilia AB, Creades AB
Shareholding: 50,825 (including companies, insurance and pension)
Independent in relation to the company and corporate management, but not in relation to major shareholders.
Magnus Johansson
Born 1955. Elected 2011.
B.A.
Senior Vice President Group Demand Chain of SKF AB since 2011. Magnus Johansson has held a number of management positions within the SKF Group since 1981, latest as President of SKF China (2005 - 2009), and after that as Senior Vice President Business Development and Government Relations.
Shareholding: -
Independent in relation to the company, corporate management and major shareholders
Arne Karlsson
Born 1944. Elected 2003.
Member of the Audit Committee.
M.Sc. Economics.
Has held several executive positions in Scania both in Sweden and abroad. Last position responsible for Commercial Systems, Scania AB, London and Executive Vice President Scania AB.
Chairman of the Board and Board member of a number of companies in the Scania Group. Member of the Board of Finnveden Bulten AB.
Shareholding: 2,000
Independent in relation to the company, corporate management and major shareholders.
Annika Sten Pärson
Born 1963.
Degree in Strategic Marketing from Berghs School of Communication.
Chief Sales & Marketing Officer of Com Hem AB and since 2008 responsible for the Consumer division. Com Hem is the largest cable operator in Scandinavia with SEK 4,3 billion in revenue.
Annika has previously held management positions in companies such as Coop and Candelia and has more than 20 years of leadership experience focusing on consumer and corporate branding, business development, marketing and sales.
Independent in relation to the company, corporate management and major shareholders.