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Corporate Governance

Hexatronic Group AB (publ) (“Hexatronic Group”) is a Swedish company with global operations. The Company’s share is listed on the NASDAQ Stockholm exchange. Hexatronic Group applies the Swedish Corporate Governance Code.

Corporate Governance Report

Hexatronic Group is governed in accordance with Swedish company law, which means that the Articles of Association constitute a central document. Hexatronic Group’s Articles of Association regulate areas such as the operational focus, the share capital, and how and when the notice to attend the Annual General meeting must be issued. Hexatronic Group also complies with other applicable Swedish and foreign laws and regulations.

Corporate Governance Structure

Nomination Comittee

The Nomination Committee is the shareholders’ and the AGM’s body for drafting the AGM’s decisions with regard to e.g. appointment issues.

Annual General Meeting

The Annual General Meeting is the Company’s highest decision-making body. The AGM appoints the Company’s Board of Directors and Auditor.

 

Audit Commmittee

The Audit Committee is responsible for drafting the Board’s efforts to quality assure the Company’s financial reporting, internal control and risk management. Moreover, the Audit Committee shall keep itself informed of the audit of the Annual Report and consolidated financial statements, meet the Company’s Auditor on an ongoing basis, scrutinise the Auditor’s impartiality, evaluate the audit assignment, and assist the Nomination Committee in recommending an auditor and his/her remuneration. The Hexatronic Group Audit Committee is comprised of Jaakko Kivinen and Helena Holmgren.

Remuneration Commmittee

The Remuneration Committee drafts matters relating to remuneration and other employment conditions for the Company’s President and Senior Executives. It consists of the Board in its entirety. The Remuneration Committee’s tasks mainly comprise drafting matters relating to remuneration principles, remuneration and other employment conditions for the company management ahead of Board decisions, and monitoring and assessing variable remuneration programmes for the company management, whether these programmes are ongoing or have come to an end in the past year. The Committee shall also monitor and evaluate the application of the guidelines for remuneration to Senior Executives on which the AGM, by law, should decide, as well as applicable remuneration structures and remuneration levels in the Company.

The Board of Directors

The Board of Directors and its Chairman are appointed by the AGM. The Board is responsible for the Company’s organisation and administration of the Company’s affairs. The Board’s duties are regulated by the Swedish Companies Act, the Articles of Association and the Rules of Procedure as adopted annually by the Board.

Anders Persson

Chairman of the Board since 2016, Board Member since 2014 and a member of the Remuneration Committee.

Year of birth: 1957.

Education: MSc in Applied Physics from Chalmers University of Technology, Gothenburg.

Other assignments: Board Chairman of Coloreel AB and Board member of Ferroamp Elektronik AB.

Shareholding in Hexatronic: 51,000 shares.

Independent in relation to the Company, the company management and major shareholders.

Erik Selin

Board Member since 2014 and a member of the Remuneration Committee.

Year of birth: 1967.

Education: High School Economics.

Other assignments: Board Chairman of K-Fast Holding AB, Brinova Fastigheter AB and Collector Bank AB. Board Chairman and President of Fastighets AB Balder. Board member of Hedin Bil and Ernström & C:o AB.

Shareholding in Hexatronic via part ownership of Chirp AB: 1,785,872 shares.

Independent in relation to the Company, the company management and major shareholders.

Per Wassén

Board Member since 2021 and a member of the Remuneration Committee.

Year of birth: 1961.

Education: MSc in Engineering Physics from  Chalmers University of Technology, Gothenburg. Bachelor of Science in Business Administration and Economics, Gotehnburg.

Other assignment: Board member in ES Energy Save Holding AB (publ) and Impact Coatings AB (publ).

Shareholding in Hexatronic: 3,000 shares.

Independent in relation to the Company, the company management and major shareholders.

Jaakko Kivinen

Board Member since 2018. Member of the Audit Committee and a member of the Remuneration Committee.

Year of birth: 1970.

Education: Master's Degree in Economics, Helsinki School of Economics and MBA, University of South Carolina.

Other assignments: Advisor to Accendo Capital

Shareholding in Hexatronic: -

Independent in relation to the Company, the company management and major shareholders.

Helena Holmgren

Board Member since 2020. Chairman of the Audit Committee and and member of the Remuneration Committee.

Year of birth: 1976.

Education: MBA, Lunds Universitet; MBA, University of Ottawa.

Other assignments: CEO of Pricer AB. Board member of Profoto AB.

Shareholding in Hexatronic: 3,500 shares

Independent in relation to the Company, the company management and major shareholders.

Frida Westerberg

Board Member since 2020 and member of the Remuneration Committee.

Year of birth: 1975.

Education: MBA, Handelshögskolan in Stockholm, CEMS in Università Bocconi.

Other assignments: Board Member of Market Art Fair. Industrial advisor to EQT.

Shareholding in Hexatronic: -

Independent in relation to the Company, the company management and major shareholders.

Hexatronic Group

CEO and Executive Management

The CEO and other executive managers are responsible for the Group’s ongoing operations.

Lise-Lott Schönbeck

Digital Marketing Officer of Hexatronic Group AB (publ) since 2020.

Year of birth: 1972.

Education: MSc in Engineering Physics and Chemistry.

Shareholding in Hexatronic: 6,000 warrants.

Anna Bailey

Supply Chain Director at Hexatronic Group AB (publ) since 2016.

Year of birth: 1969.

Education: MSc in Industrial Engineering and Management.

Shareholding in Hexatronic: 7,000 shares.

Martin Åberg

Deputy CEO of Hexatronic Group AB (publ) since 2017.

Year of birth: 1981.

Education: MSc in Applied Physics and MBA, also Chartered Financial Analyst, IFL.

Shareholding in Hexatronic: 1,785,872 shares via part-ownership of Chirp AB, 40,000 shares privately.

Håkan Bäckström

President of Hexatronic Cables & Interconnect Systems AB since 2017

Year of birth: 1966.

Education: MSc in Mechanical Engineering, focus on industrial economics, also Managing Industrial Operations (IMOP).

Shareholding in Hexatronic: 150,400 shares.

Christian Priess

Business Development Director since 2019

Year of birth: 1970.

Education: MSc International Business, IMD MBA.

Shareholding in Hexatronic: 35,000 warrants.

Tomas Jendel

Chief Technology Officer in Hexatronic Group AB since 2020

Year of birth: 1973.

Education: MSc and Lic. Eng. in Vehicle Engineering.

Shareholding in Hexatronic: -

Magnus Angermund

Head of Northern Europe since 2021

Year of birth: 1968.

Education: Electrical engineering high school,
IHM, IFL Executive management program.

Shareholding in Hexatronic:
30,062 shares.

The Auditor

Appointed by the AGM on the recommendation of the Nomination Committee.

At the 2021 AGM, Öhrlings PricewaterhouseCoopers AB was re-elected as the Company’s auditing firm up until the next AGM, with Authorised Public Accountant Johan Malmqvist as the Principal Auditor.

The audit assignment includes scrutinising the Annual Report, the accounting records, the administration of the Board of Directors and CEO, and other duties assigned to the Company’s auditors. The auditing assignment also encompasses consultancy and assistance in various matters related to the auditors’ scrutiny or execution of the Company’s other duties.