Board work
Kinnevik’s Board of Directors is responsible for the overall strategy of the Group and for organizing its administration in accordance with the Swedish Companies Act.
Board Composition
Board members are elected at the Annual General Meeting for a period ending at the close of the next Annual General Meeting. The Articles of Association contains no restrictions pertaining to the eligibility of Board members. According to the Articles of Association, the number of Board members can be no less than three and no more than 12 members elected by shareholders. At the 2023 Annual General Meeting, in accordance with the proposal by the Nomination Committee, James Anderson, Susanna Campbell, Harald Mix, Charlotte Strömberg and Cecilia Qvist were re-elected as members of the Board. The Annual Ge- neral Meeting further re-elected James Anderson as Chairman of the Board.
The independence of Board members in relation to the Company and its management, and to the major shareholders of the Company, is specified on page 67-68 in the Annual & Sustainability Report 2023. None of the Board members is employed within the Group.
Board Work
Kinnevik’s Board is responsible for the overall strategy of the Group and for organising its administration in accordance with the Swedish Companies Act. The Board’s work and delegation procedures, instructions for the Chief Executive Officer and reporting instructions as well as internal policy documents are updated and approved at least annually and are also regularly updated when necessary.
Significant issues addressed by Kinnevik’s Board during 2023 include Kinnevik’s corporate and portfolio strategy and capital re- allocation plans, including material investments and divestments. As the basis for discussions concerning investee companies, Kinnevik’s management presented independent analyses of certain companies’ strategies, operations and future opportunities within the markets in which they are active. Furthermore, Chief Executive Officers of several unlisted investee companies held presentations and discussions with the Kinnevik Board.
Compliance with laws and regulations, responsibility and market confidence in Kinnevik are some of the key issues which the Board actively focuses on. Kinnevik’s Code of Conduct and Sustainability Policy, both adopted by the Board, describes Kinnevik’s policy on issues pertaining to social responsibility, environmental considerations, governance and ethics. The Board further has robust internal procedures for handling conflicts of interests and transactions with related parties. All transactions with related parties as well as actual and potential conflicts of interest at Board level are adequately documented and managed by the Board. These requirements are duly reflected in the Board’s work and delegation procedures and the policy for transactions with related parties. Information on transactions with related parties is presented in Note 15 for the Group.
During 2023, Kinnevik’s Board held eleven meetings (including the constituent meeting), of which two were extra meetings to discuss larger investments. All Board meetings during the year followed an agenda which, together with the documentation for each item on the agenda, was sent to Board members in advance of the meetings. The General Counsel serves as Com- pany Secretary and is responsible for ensuring that the rules of procedure are complied with, and all Board members can turn to the Secretary for advice and assistance in their Board work.
In 2023, a People & Remuneration Committee and an Audit & Sustainability Committee have been established within the Board. These committees are preparatory bodies of the Board and do not reduce the Board’s overall responsibility for the governance of the Company and decisions taken.
Evaluation of the Work of the Board of Directors
The Board complies with an annual performance review process to assess how well the Board, its committees and processes are functioning and how they might be improved. In certain years and upon request by the Board or Nomination Committee, a more extensive Board evaluation is undertaken either by an independent Board member or an external consultant.
The evaluation of the Board’s work during 2023 was conducted by way of a questionnaire, covering areas such as the Board’s performance against its key duties, the Board’s composition and process, information and reporting, culture, strategy as well as the performance of individual Board members. The results of the questionnaire were presented to and discussed by the Board. The Nomination Committee performed their own interviews with the Board members.
