Board Of Directors

Board Of Directors

The Articles of Association stipulate that HEXPOL's Board shall comprise a minimum of five and maximum of ten regular members. These members are elected annually at the Annual General Meeting for the period until the next Annual General Meeting.

The Annual Meeting held 26 April 2024 elected the current Board of Directors of HEXPOL consisting of Alf Göransson (Chairman of the Board), Malin Persson, Jan-Anders E. Månsson, Märta Schörling Andreen, Kerstin Lindell, Henrik Elmin and Nils-Johan Andersson.

Independence of the Board

The Board of HEXPOL is adjudged to fulfil the Nordic Exchange's requirement concerning independence in relation to HEXPOL and its management and to major shareholders.

The Board of Directors' independence Independent in relation to the Company and management Independent in relation to the Company's major shareholders
Alf Göransson, Chairman of the Board Yes No
Malin Persson Yes Yes
Jan-Anders E. Månson Yes Yes
Märta Schörling Andreen Yes No
Kerstin Lindell Yes Yes
Nils-Johan Andersson Yes No
Henrik Elmin Yes Yes

The responsibilities of the Board of Directors

The Board is responsible for the establishment of the Company's overall goals, the development and monitoring of the Group's strategy, decisions on major acquisitions, divestments and investments, in addition to the monitoring of the Company's operations on a continuous basis. The Board is also responsible for evaluation of the performance of the senior management, the establishment of effective systems for monitoring and internal control of the Company's operations and financial position and the Group's organization and administration in accordance with the Swedish Companies Act. The Board appoints the President and CEO, the Audit Committee and the Remuneration Committee. In addition, the Board of Directors resolves on the salary and other remuneration to the President and CEO. The activities of the Board of Directors and the division of responsibility between the Board and the Group Management are governed by the Rules of Procedure of the Board of Directors. The Rules of Procedure comprise a working instruction for the CEO, an instruction for the financial reporting and instructions for the Audit- and Remuneration Committee, respectively. These instructions are reviewed and adopted annually.

Board committees

Audit Committee

The Board’s Audit Committee, which is a preparatory function in the contact between the board and auditors, follows a written instruction and should through its operations meet the requirements of the Companies Act and the EU Audit Regulation. The Audit Committee’s tasks include, among other things, to assist the Nomination Committee in preparing the proposal of auditors and auditing fees to the General Shareholder Meeting, the Committee shall monitor so that the auditor’s mandate does not exceed the applicable rules, procure audit services and submit a recommendation in accordance with the EU Audit Regulation. The Committee shall also review and monitor the auditor’s impartiality and independence, and paying particular attention if the auditor provides the company with services other than auditing. The Committee shall also issue guidelines for services other than auditing provided by auditors and when appropriate to approve such services in accordance with the issued guidelines. The Committee shall participate in the planning of the audit work and related reporting and should regularly consult and discuss with the external auditors to keep informed about the direction and scope of the audit. The Committee shall also review and monitor the Group’s financial statements, the work of the external auditors, the company’s internal control system, the current risk profile and the company’s financial information. The committee’s tasks also include making recommendations and suggestions to ensure the reliability of financial reporting as well as other issues the Board assigns the Committee to prepare. The Audit Committee shall meet regularly with HEXPOL’s auditors and report back to the Board. The committee has not, except as expressly stated in the Board’s adopted written instructions for the Audit Committee, authority to make any decisions on behalf of the Board. The Board appoints the members of HEXPOL’s Audit Committee annually. At least one member shall possess accounting or auditing qualifications, and all the Committee members must be familiar with economic and financial issues.

The Audit Committee for 2023 comprised Gun Nilsson (Chairman, until 230428), Nils-Johan Andersson (Chairman, from 230428), Malin Persson and Märta Schörling Andreen. During the period, the Audit Committee held four minuted meetings. All members of the Committee attended all the meetings recorded in the minutes. 

The Remuneration Committee

The task of the Board’s Remuneration Committee is to deal with matters involving remuneration guidelines, salaries, bonus payments, options, pensions and other forms of remuneration for Group executive management. The Remuneration Committee may also address issues related to other management levels, should the Board decide in this respect, as well as other similar issues that the Board assigns the committee to prepare. The committee has no authority to make decisions, but instead presents its findings and proposals to the Board for a decision. The Board appoints the members of HEXPOL’s Remuneration Committee annually.

The Renumeration Committee for 2023 comprised Alf Göransson (Chairman) and Märta Schörling Andreen. The Remuneration Committee held two minuted meetings during the year, attended by both of the members.

The work of the Board of Directors

The Board of Directors assembles at least five times a year, in addition to the statutory Board meeting. Four of these Board meetings shall be held in connection with the Company's official interim reports. One of the Board meetings can be held at one of the units of the Group.

During 2023, the Board held a total of 10 Board meetings, where of one statutory meeting. At the meetings, HEXPOL’s CEO reported on the market position and financial position as well as significant events that affected the company’s operations. The Board has also, among others, addressed questions related to investment, interim reports, annual report, acquisitions and auditors’ report on the audit work. During 2023, all AGM-elected Board members attended all Board meetings.

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