Board of Directors

The Board of Alfa Laval manages the company on behalf of the shareholders and bears the ultimate responsibility for the organization and administration of the company. The work and responsibilities of the Board are governed by the Swedish Companies Act, the Swedish Board Representation (Private Sector Employees) Act, Alfa Laval’s Articles of Association, the Main Market Rulebook and the Code. The Board is also responsible for establishing Board and CEO instructions in writing. These instructions describe the Board’s work assignments, the committees to be established within the Board, the role of the Chairman and the allocation of work between the Board, the committees, and the President. To enable the ongoing assessment of the company’s financial position, the Board instructions include separate instructions regarding the financial reporting to be submitted to the Board.

Alfa Laval AB’s Articles of Association state that the Board of Directors must consist of a minimum of four and a maximum of ten members, with four deputy members at the most. The Board members are elected annually by the Annual General Meeting. Three employee representatives and deputy employee representatives are also appointed to the Board by the trade-union organizations.

In order to safeguard the best interests of the company and its owners, the Board members are to devote the necessary time and care, and to ensure that they have the required competence. The Board’s work includes establishing and evaluating Alfa Laval’s overall long-term objectives and strategies. This is accomplished by establishing business and financial plans, reviewing and approving financial statements, adopting guidelines, making decisions on issues relating to acquisitions and divestments, as well as deciding on major investments and significant changes to Alfa Laval’s organization and operations. The Board of Directors is also responsible for Alfa Laval’s corporate governance, sustainability report and Business Principles. Further, the Board appoints, evaluates, and, if necessary, dismisses the company’s President and CEO and establishes the instructions for the President with respect to the daily operations.

The Board conducts its work primarily within the framework of formal Board meetings. Approximately eight ordinary Board meetings are held each year and extraordinary meetings when needed. The company’s President prepares an agenda for each meeting in consultation with the Chairman of the Board. Recurring agenda items at these meetings include health and safety, earnings results, order trends, investments, sustainability and business development. Within some areas, the Board of Directors conducts its work through the Audit Committee and the Remuneration Committee. When relevant, the work of each committee is presented by its respective Chairman at the Board meetings. Employees in the company are also invited to Board meetings as presenters and experts. The company’s Chief Financial Officer participates in all meetings, as does the Chief Legal Officer, who serves as Secretary to the Board.

Responsibilities of the Chairman

The Chairman directs the work of the Board in a manner that ensures that it complies with prevailing laws and regulations as well as internal instructions. The Chairman must ensure that the Board work is well organized, conducted efficiently, and that the Board fullfills its tasks. The Chairman is responsible for ensuring that the other Board members continuously receive all information necessary for the work of the Board to be performed in the most effective manner and that the Board’s decisions are executed. In dialogue with the company’s President, the Chairman monitors operational developments and participates in evaluation and development matters with respect to the Group’s senior executives. It is further the Chairman’s responsibility to arrange for introductory education for new Board members, to perform the annual evaluation of the Board’s work and to represent the company in ownership issues.

Compensation to the Board

The compensation to the Board is determined by the Annual General Meeting based on a proposal from the Nominating Committee. Supplementary compensation is received by the Chairman and other members of the Audit Committee and the Remuneration Committee. Board and committee members are not entitled to pension payments from the company.

Composition of the Board after the 2024 Annual General Meeting

Alfa Laval’s Board of Directors, elected by the 2024 Annual General Meeting, consists of nine members, with no deputy members. The assignment lasts until the end of the 2025 Annual General Meeting. The Board also includes three employee representatives with three deputy employee representatives, appointed by the trade-union organizations.

The Board demonstrates both a diversity and breadth of competence, knowledge, and experience. The Chairman and other members have a broad operational experience from industries relevant for Alfa Laval and within strategic development areas for the company. The members of the Board have gained experience in previous and current Board assignments as well as from senior positions held in other companies. The collective skills of the Board include, among other things, knowledge from areas such as product development, network solutions, retail and consumer goods as well as the Chairman’s thorough experience from leading a large international company in a sector that is relevant for Alfa Laval. Moreover, the addition of the two latest board members broadened the Board’s competence with knowledge and experience from several senior positions in two industries within sectors that are significant and relevant for Alfa Laval. More information about the Board members is available on pages 74-75 and on Alfa Laval’s website.

All Board members elected by the Annual General Meeting 2024 are considered independent of the company and its management. All members, except Finn Rausing and Jörn Rausing, are also considered independent of the company’s major shareholders. Finn Rausing and Jörn Rausing cannot be considered as independent due to their relationship with the largest shareholder in Alfa Laval AB, Winder Holding AG.

Work of the Board in 2024

The Board held eight Board meetings in 2024, including eight ordinary meetings and none extraordinary. Recurring items addressed at the Board meetings throughout the year included health and safety, sustainability and CSRD, the impact on the company due to the Russian invasion of Ukraine, earnings results, order trends, investments, business development and acquisitions.

The Board regularly monitored the Group’s earnings and financial position, risk management as well as discussed the Group’s strategy and business plan. Investments and follow-ups of previous investments were also addressed at the Board meetings in 2024.

To position Alfa Laval for a more sustainable future, Alfa Laval has during the year invested in its own climate footprint and in the technologies required to drive the energy transition. As a part of this, the Board followed Alfa Laval sustainability strategy closely, with a focus on the ambition to reach net zero Scope 1 and 2 emissions by 2027 (see pages 32-37).

Board evaluation and Board education

In order to ensure well-functioning and effective governance, an evaluation of the Board is made each year. The evaluation is carried out by the Chairman of the Board, sometimes, when deemed appropriate, in combination with external resources.

In 2024, the Chairman’s annual evaluation was carried out through the customary interviews with the Board members and through a digital platform. During the interviews, the Board members were asked to answer several questions related to various areas relevant to the Board’s work. The evaluation included the Board’s work methods, its work climate and its access to and need for particular Board competence. The evaluation was thereafter presented to the Nominating Committee to form a foundation for the committee’s work, both in terms of proposals for Board members and in terms of compensation.

An educational field trip takes place each year for the entire Board. In addition, new Board members are introduced to the company and the Board’s work through a comprehensive introduction programme within six months of their election. The introduction can also include other training when appropriate and agreed by the new member and the Chairman. In 2024, the Board attended a field trip to Brussel, Belgium. The trip included a visit to the Brussel site of the newly acquired company Desmet. The purpose of the visit was, among other things, to give the Board a deeper dive into the work of the European Bodies following the recent election and how that relates to Alfa Laval.