Nomination committee’s proposal for board of directors and auditors
A nomination committee with Göran Carlson (representing his own shares), Frank Larsson (appointed by Handelsbanken Fonder), Anders Algotsson (appointed by AFA Försäkring) and Erik Törnberg (appointed by Creades) was formed in October 2014. Göran Carlson was appointed chairman of the nomination committee. Due to changes in owner structure, the members of the nomination committee changed and Nils Bolmstrand (appointed by Nordea Investment Funds) replaced Erik Törnberg from Creades in November 2014.
The nomination committee held 5 meetings. No compensation has been paid to the members of the committee.
The nomination committee in Haldex AB (publ) will propose the annual general meeting as follows:
Election of chairman and other directors to the board of directors
The number of directors is proposed to 6 (7) with no deputy directors.
The nomination committee proposes re-election of the directors: Göran Carlson, Magnus Johansson, Arne Karlsson, Staffan Jufors and Annika Sten Pärson. Furthermore new election of Carina Olson. Göran Carlson is proposed to be re-elected as chairman of the board. Stefan Charette and Cecilia Löf has declined re-election.
The nomination committee has considered the company´s operations, development and other circumstances when discussing size and composition of the board of directors in respect of industry experience, expertise and international experience. The nomination committee has taken part of the evaluation of the board and its work and has also conducted interviews with the board members.
Considering that one director with a broad financial experience has declined re-election, the nomination committee´s explicit intention has been to add such expertise to the board.
Carina Olson, born in 1965, is CFO and Purchasing director at Södra Skogsägarna in Växjö. The Södra Group has a turnover of SEK 17 billion and approximately 3500 employees. Carina Olson's has a Master in Business administration and has been employed in Södra since 2001 and held the role of CFO in both Södra Timber and in Södra Cell. In 2011 she took the position of CFO for the entire group and held in parallel the role of HR Director. Between 1990 and 2001 Carina held positions such as Finance manager, Accounting manager and Controller of several companies within ABB Fläkt Industri AB in Växjö.
All proposed board members in Haldex AB meet the requirements on independence stipulated in the Swedish Corporate Governance Code.
Fees for directors
Fees for the directors are proposed to be slightly increased in relation to the previous year but unchanged for committee work.
The nomination committee propose a decrease of the total amount to SEK 1.62 (1.8) million due to one director less than previous year. Fees to individual directors increase with app. 2.5% while fees for committee work is unchanged.
The nomination committee proposes that the fees should be distributed as follows: The chairman of the board of directors shall receive SEK 540,000 (525,000) and each of the other directors shall receive SEK 215,000 (210,000). In addition, unchanged consideration for committee work shall be allocated as follows: the chairman of the audit committee SEK 100,000, each member of the audit committee SEK 50,000, the chairman of the compensation committee SEK 50,000 and each member of the compensation committee SEK 25,000.
Proposal of election of auditors
On behalf of the 2014 Nominating Committee, the Audit Committee conducted a selection process to develop a recommendation for auditor for the years 2015 - 2017. The process was initiated in the spring and was completed in October 2014. The Audit Committee's unanimous recommendation is to give PwC renewed mandate as auditors in Haldex. Principal auditor is Bror Fridh.
Chairman of the annual general meeting
The nomination committee proposes that Göran Carlson shall be elected chairman of the annual general meeting.
Nomination committee in
Haldex AB (publ)
For further information, please visit www.haldex.com or contact:
Catharina Paulcén, SVP Corporate Communications, firstname.lastname@example.org or +46 70 355 47 04
Haldex AB (publ) is required to publish the above information under the Swedish Financial Instruments Trading Act. The information was submitted for publication on March 2, 2015 at 15.00 CET.
With more than 100 years of intensely focused innovation, Haldex holds unrivaled expertise in brake systems and air suspension systems for heavy trucks, trailers and buses. We live and breathe our business delivering robust, technically superior solutions born from deep insight into our customers’ reality. By concentrating on our core competencies and following our strengths and passions, we combine both the operating speed and flexibility required by the market. Collaborative innovation is not only the essence of our products – it is also our philosophy. Our 2,235 employees, spread on four continents, are constantly challenging the conventional and strive to ensure that the products we deliver create unique value for our customers and all end-users. We are listed on the Nasdaq Stockholm Stock Exchange and have net sales of approximately 4 billion SEK.