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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.

Previous years corporate governance reports.

Corporate Governance Structure

Hexatronic-Group-corporate-governance-structure

Nomination Committee

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.

Annual General Meeting May 9, 2023 in Gothenburg, Sweden
Shareholders who would like to have business taken up at the AGM are welcome to contact Hexatronic. Proposals must be received no later than March 21, 2023.

Hexatronic Group AB
Att: Chairman of the Board
Sofierogatan 3A
412 51 Göteborg
info@hexatronicgroup.com

Audit Committee

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 Committee

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

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

Member since: 2014

Year of birth: 1957

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

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

Shares: 255,000 shares.
Independent of the company, the company management and major shareholders.

Erik Selin

Position: Board Member and a member of the Remuneration Committee.

Member since: 2014

Year of birth: 1967

Education: High School Economics.

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

Shares: 8,929,360 shares via part ownership of Chirp AB.
Independent of the company, the company management and major shareholders.

Charlotta Sund

Position: Board Member and a member of the Remuneration Committee.

Member since: 2022

Year of birth: 1963

Education: MSc in Industrial Economics.

Other assignments: CEO Tekniska verken in Linköping AB. Board member Enea Aktiebolag. Board member Tekniska verken Group.

Shares: 250 shares
Independent of the company, the company management and major shareholders.

Helena Holmgren

Position: Board Member, Chair of the Audit Committee and a member of the Remuneration Committee.

Member since: 2020

Year of birth: 1976

Education: MBA, Lund University and MBA, University of Ottawa.

Other assignments: Board Member of Profoto AB.

Shares: 17,500 shares.
Independent of the company, the company management and major shareholders.

Jaakko Kivinen

Position: Board Member and a member of the Audit Committee and Remuneration Committee.

Member since: 2018

Year of birth: 1970

Education: MSc in Economics, Helsinki School of Economics and MBA, University of South Carolina.

Other assignments: Advisor to Accendo Capital.

Shares: 13,000 shares.
Independent of the company, the company management and major shareholders.

Per Wassén

Position: Board Member and a member of the Remuneration Committee.

Member since: 2021

Year of birth: 1961

Education: MSc in Engineering Physics, Chalmers University of Technology, and MSc in Economics, School of Business, Economics and Law at the University of Gothenburg.

Other assignments: Board Member of GU Venture AB, Board Member of Impact Coatings AB (publ) and Chairman of ES Energy Save Holding AB (publ).

Shares: 15,000 shares.
Independent of 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.

Martin Åberg

Position: Deputy CEO, Hexatronic Group AB

Member since: 2014

Year of birth: 1981

Education: MSc in Engineering Physics, MSc in Business, also a Chartered Financial Analyst, IFL, Stockholm School of Economics.

Shares: 8,929,360 shares via part ownership of Chirp AB and 204,500 shares owned privately.

Håkan Bäckström

Position: CEO, Hexatronic Cables & Interconnect Systems AB

Member since: 2017

Year of birth: 1966

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

Shares: 502,000 shares.

Lise-Lott Schönbeck

Position: DMO, Hexatronic Group AB

Member since: 2020

Year of birth: 1972

Education: MSc in Engineering Physics and Chemistry.

Shares: 3,635 shares and 6,000 warrants.

Anna Bailey

Position: Supply Chain Director, Hexatronic Group AB

Member since: 2014

Year of birth: 1969

Education: MSc in Industrial Economics.

Shares: 18,000 shares.

Christian Priess

Position: Head of Central Europe, Hexatronic Group AB

Member since: 2019

Year of birth: 1970

Education: MSc International Business, IMD MBA.

Shares: 35,000 warrants.

Tomas Jendel

Position: CTO, Hexatronic Group AB

Member since: 2020

Year of birth: 1973

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

Shares: 3,900 shares.

Magnus Angermund

Position: Head of Northern Europe, Hexatronic Group AB

Member since: 2021

Year of birth: 1968

Education: High School Electrical/Telecom Engineering, IHM, IFL Executive Management Program.

Shares: 163,060 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.