Nominating Committee

Work of the Nominating Committee

The Nominating Committee prepares and submits proposals to the Annual General Meeting regarding candidates for the positions as Chairman and other members of the Board, the company’s auditors and the Chairman of the general meeting. The Nominating Committee’s assignment also includes preparing proposals regarding compensation to non-executive Board members and additional compensation to committee members for the Annual General Meeting to decide upon. 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 adopted instructions apply until further notice and stipulate, 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 is to 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 on how shareholders can propose candidates for the Board, is also provided.

Assessing strengths and future needs

As a foundation for its work, each year the Nominating Committee receives the result of the annual evaluation on the Board’s work, prepared by the Chairman of the Board. When deemed appropriate, the Nominating Committee also conducts interviews with individual Board members about the Board work. As a member of the Nominating Committee, the Chairman of the Board keeps the Nominating Committee informed about the company’s strategy and future challenges, which further helps the Nomination Committee in its work to consider a suitable Board. In its assessment, the Nomination Committee particularly must consider the requirements regarding the Board’s breadth and versatility, as well as the requirement to strive for an even gender balance. The Nominating Committee may, when deemed appropriate, call upon the assistance of external resources in its search for suitable candidates. For more information about the annual Board evaluation, please see Board Evaluation and Board Education below.

Work of the Nominating Committee ahead of the 2024 Annual General Meeting

In respect of the Annual General Meeting 2024, the Nominating Committee consisted of Dennis Jönsson, and five members appointed by the five largest shareholders in Alfa Laval as of August 31, 2023. The members of the Nominating Committee ahead of the 2024 Annual General Meeting are presented below.

The work of the Nominating Committee began with a statutory meeting where Finn Rausing was elected Chairman and Emma Adlerton, Chief Legal Officer and Secretary to the Board of Alfa Laval AB, was appointed Secretary. Due to Finn Rausing’s position as 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 Finn 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 Annual General Meeting 2024, the Nominating Committee held three 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 requirements in the Code and the ambitions communicated by the Swedish Corporate Governance Board regarding gender balance within Boards of listed companies.
• The latest digital Board evaluation conducted by the Chairman and the other members of the Board.
• An orientation on Alfa Laval’s operations was given by the President and CEO together with 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.

The Nominating Committee, except Finn Rausing and Dennis Jönsson, also carried out interviews with the Board members that are not members of the Nominating Committee.

After an overall assessment, the Nominating Committee decided to propose to the Annual General Meeting, re-election of the current Board members. The Nominating Committee’s proposal meant a Board comprising of nine members elected by the general meeting up until the end of the Annual General Meeting 2025. In considering the proposal, the Nominating Committee applied Rule 4.1 of the Code as its diversity policy. In accordance with the ambitions communicated by Code and the Swedish Corporate Governance Board, the Nomination Committee has in recent years, strived for an even gender balance within the Board of Directors. Following the Nominating Committee’s proposal, the Board of Directors consists of three women and six men up until the Annual General Meeting 2025. This corresponds to a female representation of 33 percent. The Nominating 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 going forward. Further information is available in the Nominating Committee’s reasoned statement prepared ahead of the 2024 Annual General Meeting.