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Board work and compensation

The Catella AB board shall consist of six ordinary board members with no deputies. At the annual general meeting 2022, all board members were re-elected for the period until the next annual general meeting. The board comprises Johan Claesson, Johan Damne, Joachim Gahm, Jan Roxendal, Tobias Alsborger and Anneli Jansson. The annual general meeting further resolved to re-elect Johan Claesson as Chairman of the board.

Board responsibilities

The board of directors is responsible for the organisation and management of the group in accordance with the Swedish Companies Act and for appointing the president and chief executive officer and the audit and compensation committees. The board also decides on pay and other compensation to the president and chief executive officer and other members of group management. The board has adopted an charter, which includes the establishment of the audit and remuneration committees. The board has also adopted an instruction for financial reporting, an instruction to the CEO and new and updated policies. The charter regulates matters including the duties of the chairman of the board, the business to be addressed at each board meeting and business to be addressed at specific points during the year. The board assures the quality of financial reporting through a series of group policies, rules of procedure, frameworks, clear structures with defined areas of responsibility and documented authority.

Work of the Board of Directors in 2021

The Board held 14 (19) meetings in 2021, of which 4 (5) were held per capsulam. Each Board member’s participation in these meetings is presented in the table below. All meetings in the year followed an agenda that, alongside documentation relating to each point on the agenda, was provided to Board members in good time before Board meetings. In addition to operating activities, questions relating to the focus of the Company’s operations through the return of the banking license in Luxembourg and
the winding down of Informed Portfolio Management (IPM), the issue of corporate bonds and investments in the new business area Principal Investments (PI) have been the subject of particular focus in the year.
The Chairman presided over the work of the Board of Directors and maintained continuous contact and dialogue with the Company’s CEO. The Board met with the Company’s Auditor on one occasion in the year without any member of management being present and obtained their opinions
on the Company's financial reporting and internal control. Up until April 2021, Board minutes were kept by an external consultant and subsequently by the Company’s Head of Group Legal. The minutes were checked by the Chairman and one Director. In the period that Johan Claesson acted as Interim CEO (up until 12 April 2021), Johan Claesson participated in Board and Committee meetings only in a reporting role.

Evaluation of board performance

The board evaluated its work annually, using a systematic and structured process, with the aim of developing the board’s working methods and efficiency. The result of this evaluation is reported to the nomination committee. More information about the evaluation of the board’s work during 2021 is presented in the corporate governance report.

Renumeration to the Board of Directors 2021/2022

The annual general meeting 2022 resolved on the following remuneration for work in the board of directors for the period until the end of the next annual general meeting (previous year’s remuneration indicated in parentheses):

  • SEK 600,000 to the chairman of the board (SEK 570,000);
  • SEK 370,000 to each of the other board members (SEK 350,000); and
  • for work in the committees, SEK 135,000 to the chairman of the board’s audit committee (SEK 130,000) and SEK 105,000 to each of the other two members (SEK 100,000) as well as SEK 42,000 to the chairman of the board’s remuneration committee (SEK 40,000) and SEK 32,000 to the other member (SEK 30,000).

The total remuneration to the board of directors thus amount to SEK 2,869,000 (SEK 2,720,000)

 

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