Nominating Committee

Work of the Nominating Committee

The Nominating Committee prepares and submits proposals to the Annual General Meeting regarding candidates for Board members and Chairman of the Board as well as the company’s Auditors. The Nominating Committee’s task also includes preparing proposals to the Annual General Meeting regarding compensation to non-executive Board members, additional compensation to members of the committees and to propose a Chairman of the Annual General Meeting. Rules for the Nominating Committee´s work and composition are provided in the Code and in specific instructions adopted by the 2018 Annual General Meeting. The instructions apply until further notice and stipulates, inter alia, that the Nominating Committee is to consist of a minimum of five members appointed by the largest shareholders as of August 31, and that the Chairman of the Board should be part of the Nominating Committee.

Every year, the composition of the Nominating Committee is announced in a press release, in the third-quarter interim report and on Alfa Laval’s website. In conjunction with this, information is also provided about how shareholders can propose candidates for the Board.

Assessing strengths and future needs

The Nominating Committee’s proposal for candidates to the Board of Directors is, among other things, based on the annual evaluation of the Board’s work. The evaluation is prepared by the Chairman of the Board and is intended to provide the Nominating Committee with a deeper understanding of the Board’s work methods, its work climate and its need for particular Board competence considering the company’s strategy. Moreover, as a member of the Nominating Committee, the Chairman of the Board can easily keep the Nominating Committee informed about the company’s strategy and future challenges. In connection with the preparatory work to present a proposal for the Board, the Nominating Committee can also conduct interviews with individual Board members about the Board work and can, when deemed appropriate, call upon the assistance of external resources in its search for suitable candidates.

Work of the Nominating Committee ahead of the 2023 Annual General Meeting

In respect of the Annual General Meeting 2023, the Nomination Committee consisted of Dennis Jönsson and five members appointed by the largest shareholders in Alfa Laval as of August 31, 2022. Please see the below table Nominating Committee ahead of the 2023 Annual General Meeting for more information.

The work of the Nominating Committee began with a statutory meeting where Jörn Rausing was elected Chairman and Emma Adlerton, Chief Legal Officer and Secretary to the Board of Alfa Laval AB, was appointed Secretary to the Nomination Committee. Due to Jörn Rausing’s position as a Board member of Alfa Laval AB, his role as Chairman is a deviation from the Code. The Nominating Committee considered this in its decision and deemed Jörn Rausing to be particularly well suited to lead the work of the Committee and obtain the best possible results for the company’s owners.

Ahead of the general meeting 2023, the Nominating Committee held eight formal meetings, which were partly digital, and had contact by e-mail. The following items were addressed at the meetings:

• Composition of the Board of Directors and the need for new members.
• The Code’s requirement concerning that an even gender balance within the Board should be aimed for. Due to this, the Nominating Committee decided that the strive to reach an even gender balance in the Board of Directors will continue to be prioritized during the coming years.
• The Chairman of the Board presented the results of the latest digital Board evaluation.
• Interviews were carried out with all members of the Board, except for such members who also were members of the Nomination Committee.
• Report from the president and CEO Tom Erixon on Alfa Laval’s operations and his view on the company’s strategy and challenges.
• Compensation to the Board members, including additional compensation to members of the Audit Committee and the Remuneration Committee.

After an overall assessment, the Nominating Committee decided to propose to the Annual General Meeting, re-election of all the Board members that were available for re-election and election of Anna Müller and Nadine Crauwels as new members of the Board. The Nomination Committee´s proposal meant that the Board of Directors would comprise of nine members elected by the general meeting up until the end of the Annual General Meeting 2024. In considering the proposal, the Nominating Committee applied Rule 4.1 of the Code as diversity policy. In the recent years, the Nomination Committee has strived for an even gender balance within the Board of Directors in accordance with the ambitions communicated by the Swedish Corporate Governance Board. Following the Nominating Committee’s proposal, the Board of Directors consists of three women and six men up until the Annual General Meeting 2024. This corresponds to a women proportion of 33 percent. The Nomination Committee noted in its reasoned statement that this is still lower than desired, and that the strive to reach an even gender balance in the Board of Directors will continue to be prioritized during the coming years. Further information is available in the Nominating Committee’s reasoned statement prepared ahead of the 2023 Annual General Meeting.

Election of auditors

Ahead of the 2023 Annual General Meeting, the Nominating Committee also held a meeting where Henrik Lange, Chairman of the Audit Committee, was invited. Henrik Lange presented the work of the Audit Committee during the year and the work with the Auditors elected by the Annual General Meeting. Based on the Audit Committee’s recommendation, the Nominating Committee decided to propose to the Annual General Meeting 2023, re-election of Karoline Tedevall and the election of Andreas Troberg as the company’s Auditors for the coming year.