The board's work
Here you will find information about the board's work, independence and changes in the board during 2017.
The Articles of Association prescribe that Axfood's board of directors shall consist of:
- a minimum of three and maximum of ten AGM elected ordinary directors with a maximum of two deputies.
- members who possess a well-balanced mix of expertise that is vital for managing Axfood's strategic work in a responsible and successful manner. Examples of such expertise include:
- knowledge about the retail industry
- corporate governance
- financial analysis
- compensation matters
- previous board experience
- pay attention to diversity with e.g. respect to
- professional background.
On the Annual General Meeting (AGM) 2018 eight directors was elected to Axfood's Board, who each have important expertise and experience. Three directors and three deputies are appointed by the employees. Axfood's Chief Executive Officer Klas Balkow is not a member of the Board, but participates at board meetings in a reporting role. Anders Lexmon, Axfood's Chief Financial Officer, services as the Board's secretary.
CHANGES IN THE BOARD DURING 2018
The AGM also resolved, in accordance with the Nominating Committee's proposal to extend the Board with two new directors and elected Stina Andersson and Jesper Lien as new directors on the Board. All previous directors were re-elected.
Stina Andersson has been serving as Executive Vice President Strategic and Business Development and as Head of Tele2 IoT, and is a member of the Leadership Team for Tele2 AB, since 2016. She also has experience and competence from previous senior positions in the Kinnevik Group, including as Investment Director and member of the Management Team of Investment AB Kinnevik, and prior to this as Head of Strategy. Stina Andersson has many years of experience in strategic and business development as well as in digital business and logistics for e-commerce companies. She has an M.Sc. in Business and Economics from the Stockholm School of Economics and a CEMS Master’s in International Management from HEC Paris and the Stockholm School of Economics.
Jesper Lien has long and broad record of experience from various roles in the retail and food retail industries. Among other things, he has served in numerous senior positions within the Coop Group, including as CEO of Coop Danmark, from 2009–2013. He also worked for the British B&Q chain, serving as CCO from 2016– 2017. Since November 2017 Jesper Lien is CEO of Denmark’s do-it-yourself Silvan chain and an operating partner of Aurelius Investment Group, Germany. Jesper Lien has an engineering degree from the Technical University of Denmark in addition to studies in business administration (financial management) at Copenhagen Business School.
Mia Brunell Livfors was re-elected as Chairman of the Board.
At the statutory board meeting on 14 March 2018, Lars Olofsson was elected as Vice Chairman of the Board.
The Swedish Corporate Governance Code stipulates that the majority of the AGM-elected directors shall be independent in relation to the Company and the Company's management. At least two of these shall also be independent in relation to the Company's major shareholders.
Independence in relation to Axfood and the Executive Committee
Axfood's board has been judged to meet the requirements for directors' independence, as all of the AGM elected directors are independent in relation to the Company and the Executive Committee.
Independence in relation to Axfood's larger shareholders
Four of the directors, Stina Andersson, Fabian Bengtsson, Jesper Lien and Christer Åberg, are also considered to have met the requirement for independence in relation to the Company's major shareholders.
Four board members have been judged as non-independent in relation to the Company's major shareholders. Mia Brunell Livfors is President and CEO of Axfood's largest shareholder, Axel Johnson AB, and has not been found to be independent in relation to the Company's major shareholders. Antonia Ax:son Johnson, Caroline Berg and Lars Olofsson, who currently serve as director, Chairman and director on Axel Johnson AB's board, respectively, have not been found to be independent in relation to the Company's major shareholders.
THE BOARD'S WORK
Each year the Board adopts a written work plan that lays out:
- the Board's responsibilities
- regulates the Board's and directors' internal division of duties
- the decision-making process within the Board
- the Board's meeting schedule
- summonses to board meetings
- agendas and minutes of board meetings
- the Board's work with accounting and auditing matters
- how the Board is to receive information and documentation as a basis for its work so as to be able to make well-grounded decisions.
Axfood's board holds a statutory meeting immediately after the Annual General Meeting. Thereafter the Board is to have at least four meetings per calendar year. Each of the regular board meetings follows a set agenda that is stipulated in the Board's work plan and includes such points as:
- the CEO's report
- financial reports
- strategic matters.
Prior to the board meetings, the directors received written material covering the items of business to be dealt with at each meeting.
The Board has chosen to appoint a compensation committee from among its members to deal with compensation matters more in-depth. The Board as a whole serves as an audit committee.
For the Boards's work 2017 see Corporate Governance Report 2017