The nomination committee is elected by the Annual General Meeting and the audit and remuneration committees are appointed by the Board of Directors.
Nomination committee
The Nomination Committee nominates the persons to be proposed at the Annual General Meeting for election to Duni’s Board. Proposals are also produced regarding auditor fees, Board fees for the Chairman of the Board and other directors, as well as compensation for committee work. All proposals are presented at the Annual General Meeting as well as in the notice to attend and on the website prior to the Annual General Meeting. The Nomination Committee shall be comprised of representatives of Duni’s three largest shareholders as per September 30.
The following persons serve on the Nomination Committee, which is charged with presenting proposals to the Annual General Meeting in 2023 regarding the composition of Duni's Board of Directors, etc.:
- Mr Johan Andersson, Mellby Gård AB
- Mr Hans Hedström, Carnegie fonder
- Mr Bernard R. Horn, Jr., Polaris Capital Management, LLC
- Mr Thomas Gustafsson, Chairman of Duni AB
Annual General meeting 2023
During the period pending the 2023 Annual General Meeting, the Nomination Committee held two meetings at which minutes were taken. The work of the Nomination Committee begins by reviewing the independent evaluation of the current Board, which is carried out each year. The Nomination Committee considers that the Board functions well and that all directors are duly engaged and committed, including employee representatives. The Nomination Committee also notes that the Board is comprised of a sound and relevant mix of gender, skills and experience. The Nomination Committee proposes the re-election of four members and the election of two new members. Pauline Lindvall has declined re-election.
Appointment of nomination committee
The nomination committee proposes that the representatives of the nomination committee shall be appointed through a procedure where the chairman of the board of directors contacts the three largest shareholders in terms of votes as per 30 September 2023 and that each such shareholder appoints a representative to, together with the chairman of the board of directors, constitute the nomination committee up until the next annual general meeting, or, if applicable, up until a new nomination committee has been appointed.
The nomination committee shall be convened no later than 31 October 2023. If any of the three largest shareholders, in terms of votes, renounces from its right to appoint a representative, the right shall pass to the largest shareholder in turn. Should a representative resign from the nomination committee before its work is completed, a substitute shall be appointed by the same shareholder that has appointed the resigning representative, if considered necessary, or, if this shareholder does not belong to the three largest shareholders in terms of votes anymore, by the new shareholder that belongs to this group.
The nomination committee shall appoint one of its members as chairman. The composition of the nomination committee shall be made public as soon as the nomination committee has been formed and no later than six months before the annual general meeting. In the event that the ownership structure is changed after the nomination committee has been composed such that one or several shareholders that have appointed a representative to the nomination committee is no longer in the group of the three largest shareholders in terms of votes, the composition of the nomination committee may be changed in accordance therewith if the nomination committee considers that it is necessary.
The tasks of the nomination committee shall be to prepare, for the next annual general meeting, proposals in respect of number of members of the board of directors to be elected by the annual general meeting, remuneration to the members of the board of directors and the auditors, remuneration, if any, for committee work, the composition of the board of directors, the chairman of the board of directors, resolution regarding the nomination committee, chairman at the general meeting and election of auditors.
Remuneration committee
The Remuneration Committee prepares issues concerning remuneration and other benefits for corporate management, while decisions thereon are taken by Duni’s Board of Directors. The Remuneration Committee shall also follow and evaluate the guidelines for the remuneration of senior executives adopted by the Annual General Meeting.
Remuneration and benefits for company management are evaluated through comparisons with market data provided by external sources. Such data demonstrates that Duni has competitive remuneration levels and that the total remuneration package is reasonable and not excessively high.
The Remuneration Committee evaluates bonus policies prior to each new year. Once a year, the Remuneration Committee evaluates senior executives and also certain second-tier managers in accordance with a systematic procedure.
The Remuneration Committee held three meetings in 2022 and comprises three members:
- Morten Falkenberg (Chairman)
- Thomas Gustafsson
- Sven Knutsson
The CEO attends the meetings, except for matters regarding his own remuneration, as does the EVP Sustainability and P&C who serves as a secretary at meetings of the Remuneration Committee.
Audit committee
Duni’s Audit Committee is responsible for ensuring the quality of the Company’s financial and business reporting. The Committee also evaluates Duni’s internal control processes and management of financial and operating risks. A special iterm on the yearly agenda addresses fraud and anti-corruption.
The Committee meets regularly with the Company’s auditors in order to obtain information regarding the focus and scope of the external audit and to evaluate the work of the external auditors. The evaluation also covers the scope of any non-audit-related work performed by the auditors on behalf of Duni.
When preparing a proposal regarding the election of auditors and compensation for audit work, the Nomination Committee is assisted by the Audit Committee.
The Audit Committee held four meetings in 2022 and comprises three members:
- Pia Marions (Chairman)
- Thomas Gustafsson
- Sven Knutsson.
The CFO and the Group Accounting Manager, as well as the auditors, attend all meetings.
