Corporate governance
On our corporate governance pages you can find information about our general meetings, nomination committee, board of directors, executive management and other corporate governance related information.
Annual General Meeting 2023
The 2023 annual general meeting (“AGM”) was held on 11 May at Radisson Strand Hotel, Stockholm, 14:00.
Extraordinary General Meeting 2022
The shareholders of Ferronordic AB (publ) (the “Company”) are invited to attend an extraordinary general meeting (“EGM”) to be held on 15 December 2022.
The EGM will be held exclusively through advance voting (postal voting) pursuant to the act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages shareholders to participate at the EGM through advance voting by post or e-mail.
Corporate Governance Reports
The Nomination Committee for the 2023 AGM consists of the following persons:
- Lars Hagerud, representing AltoCumulus
- Anders Blomqvist, representing Ferronordic employees
- Peter Zonabend, representing Per Arwidsson with associated parties
- Jörgen Olsson (chairman), representing Skandinavkonsult i Stockholm AB
Policy on Remuneration to Senior Executive
The AGM on 12 May 2021 established the following guidelines concerning remuneration to senior executives.
These guidelines concern remuneration and other employment terms for Ferronordic’s management. The guidelines apply to employment contracts made after the approval of these guidelines by the meeting and to amendments to existing agreements made thereafter.
Basic principles
Remuneration to executives is based on current market terms on the markets where Ferronordic operates. Remuneration shall also be competitive in order to attract and retain competent executives.
Fixed salaries
Fixed salaries are established individually based on the criteria specified above, as well as the individual executive’s areas of responsibility and performance. For expatriates with salaries in roubles or other local currencies, the fixed salaries can be adjusted to reflect changes in fore exchange rates.
Variable salaries
Executives may receive variable salaries in addition to fixed salaries. Variable salaries are paid upon fulfilment of pre-determined and measurable performance criteria, primarily based on the development of the Group as a whole, and/or the part of the group’s business that the executive is responsible for. Variable salary for the CEO as well as executives shall not exceed 100% of the fixed salary.
Other benefits
Executives are entitled to customary non-monetary benefits such as company cars and company health insurance. In addition, company housing and other benefits can be offered on an individual basis, such housing allowances and school/kindergarten allowances for expatriates.
Pension benefits
In addition to those pension benefits that executives are entitled to according to law, executives may be offered pension benefits that are competitive in the country where the individual in question is or has been a resident or to which the individual has a relevant connection. Pension plans shall be defined contribution plans without guaranteed pension levels.
Severance pay
Severance pay shall not exceed 12 months.
The Board’s preparation and decision-making on issues concerning remuneration and other terms of employment
The Remuneration Committee is responsible for:
- Preparing the Board’s decisions on issues concerning principles of remuneration, remuneration and other terms of employment for executives,
- Monitoring and evaluating ongoing and during the year ended programs for variable remuneration,
- Monitoring and evaluating the application of these guidelines, and
- Monitoring and evaluating current remuneration structures and remuneration levels in the Group.
The Remuneration Committee prepares and the Board resolves on:
- Remuneration and employment terms of the CEO,
- Principles for remuneration for the other executives (including pension and severance pay).
The Remuneration Committee also reviews and recommends to the Board share-based incentive programs to be decided by the AGM.
Authority to decide on deviations from these guidelines
The Board may deviate from these guidelines if there are specific reasons in individual cases.
Earlier decisions on remuneration not due at the time of the AGM’s consideration of these guidelines
Remuneration approved but not due at the time of the AGM 2020 fall within the frames of these guidelines.
Audit Committee
The board of directors has decided that the audit committee shall consist of Annette Brodin Rampe, Niklas Florén, Håkan Eriksson (chairman) and Staffan Jufors. All members are independent of the company and management. Except for Håkan Eriksson, all member are independent of the larger shareholders. The audit committee shall ensure the quality of the financial statements, maintain ongoing contacts with the auditors, monitor the independence and objectivity of the auditors, in corporation with the nomination committee prepare the election of the auditors, monitor the internal control of the Ferronordic Group, as well as dealing with other related matters.
Remuneration Committee
The board of directors has decided that the remuneration committee shall consist of Annette Brodin Rampe, Aurore Belfrage, Håkan Eriksson and Staffan Jufors (chairman). All members are independent of the company and the management. Except for Håkan Eriksson, all members are independent of the larger shareholders. The remuneration committee prepares matters concerning remuneration principles, remuneration and other employment terms of the CEO and other members of the management.
At the AGM on 12 May 2023, KPMG AB was re-elected auditor of Ferronordic until the end of the next AGM. Auditor in charge is authorised accountant Mats Kåvik. KPMG and Mats Kåvik do not perform any services that could bring their independence into question. Nor have the services performed by the auditors for Ferronordic over and above the auditing services altered this opinion.
- Staffan Jufors
- Annette Brodin Rampe
- Aurore Belfrage
- Niklas Florén
- Lars Corneliusson
- Håkan Eriksson
- Lars Corneliusson
- Henrik Carlborg
- Nadia Semiletova
- Erik Danemar
- Onur Gucum
- Dan Eliasson
- Anton Zhelyapov
