Corporate governance and corporate responsibility

Beijer Ref is a Swedish public limited company listed on Nasdaq OMX Stockholm, Large Cap.

AN INTRODUCTION FROM tralia, and the initiatives to reverse the trend, not least BERNT INGMAN in 2020, and another in Australia in early so as to ensure an industry with equality 2020 made demands on both the board 2021, which I see as a testament to the in the long term. and the organisation. An unexpected group’s strength, even during challeng- Of course, the change of main owner pandemic meant that we had to reorga- ing times. from Carrier to EQT has characterised nise. Our agenda was filled with items During the year, ESG matters have been the latter part of the year, and it is gra- about dealing with restrictions and lock- central. The board has previously deci- tifying that a strong new owner will take downs, and our meetings had to be held ded on a number of non-financial goals over that will be keen to drive forward remotely via digital channels for most of that have been followed up every quarter. the work on sustainability and the deve- the year. We often discuss how we can do more in lopment of Beijer Ref’s digitalisation me- When the pandemic was a fact, we green refrigeration technology, since we asures. As a result, some changes are immediately tasked the management are in an industry driven by regulatory being made to the composition of the team with producing scenario analyses requirements. More and more countries board and thus I will leave my position and preparations for a possible worst are also ratifying the Kigali Amendment, at the time of the Extraordinary General case outcome, all the time with liquidity and the USA is soon to introduce regu- Meeting in 2021. and continued value creation in focus. latory provisions which will create an It has been an honour to have been Our markets have had different con- even greater focus on the development trusted to serve on Beijer Ref’s Board of ditions; some of them have been shut of environmentally friendly alternatives. Directors for 15 years, including my time down and others have been able to stay Beijer Ref is working intensively on this, as Chair for 7 years, a time when the open to some extent, even during the and so far we have doubled the group’s company has developed strongly from periods when the restrictions were the OEM capacity for our own manufacture both a growth and shareholder value most severe. When we reflect back on of environmentally friendly refrigeration perspective. I would, of course, like to 2020, it is noticeable that the efforts to units in , and we have also invested take this opportunity to thank my board make changes in the workplaces had an in the filling station in that now colleagues whom I have had the privile- effect, and Beijer Ref has been able to supplies natural refrigerants to the com- ge of working with during these years. maintain its operations to a very great panies in the Nordic and Baltic countri- We have worked effectively and created extent, in spite of the challenges in the es. the conditions for effective decisions, market. Equality is also an issue that is discus- which the latest external board evalua- Historically, opportunities tend to ari- sed on an ongoing basis in the board, tion also confirmed by demonstrating se during recessions. Beijer Ref has a and the ambition is to get more women high ratings. I would like to wish the new defined strategy to grow through acqui- to apply to our business, both for senior board good luck in their future work and I sitions and has therefore followed up a positions and at salaried staff level. This look forward to following develop­ments. number of acquisition paths during the is challenging for an industry that has year. This has given results in the form historically been male-dominated, but Bernt Ingman of three completed acquisitions in Aus- it is important to frequently take various Chair of the Board 2014 – 2021

58 CORPORATE GOVERNANCE

Beijer Ref welcomes Kate Swann as Information u Proposal new Chair of the Board u Election Auditors Shareholders

Committee u Election Election u u

Information u Board Committees

Beijer Ref’s Board of Directors has

gained new members in connection with Goals u Strategies Reports EQT becoming part-owner. Per Bertland Control instruments Internal control will step down as CEO in 2021 and has u taken a seat on the board. Kate Swann has been an advisor to EQT since 2020 and is currently chair of Parques Reuni- Information u CEO dos, Secret Escapes, Moonpig PLC and An important feature in Beijer IVC Evidensia. Ref’s culture and valuations is good corporate governance aimed at supporting the u Board of Directors and

u Executive Management in their work aimed at achieving increased customer benefits as well as value and transpa- Information Group rency for the shareholders. u Management

Beijer REF applies the Swedish Corpora- profit and on discharge from liability to No refreshments were served in con- te Governance Code and here presents the company for the board members nection with the meeting and the CEO’s the annual corporate governance report and CEO. The annual general meeting speech to the meeting was recorded for 2020. Investigation of the corporate also decides on the composition and and made available on the company’s governance report has been performed work of the nomination committee and website after the meeting. in accordance with RevU 16 by the com- decides on principles for remuneration pany’s auditor. and terms of employment for the CEO 178 (165) shareholders attended, in per- and other senior executives. Beijer Ref’s son or by proxy. These represented app- SHAREHOLDER INFLUENCE THROUGH Annual General Meeting is usually held roximately 82 (84) per cent of the total THE ANNUAL GENERAL MEETING in April, but due to the ongoing pande- votes. Four shareholders, Carrier, Peter The shareholders’ influence is exercised mic, the Annual General Meeting was Jessen Jürgenen, Joen Magnusson through participation at the annual ge- held on 25 June 2020. and Per Bertland, together represented neral meeting, which is Beijer Ref’s hig- approximately 64 (64) per cent of the hest decision-making body. The annual ANNUAL GENERAL MEETING 2020 votes represented at the meeting. Bernt general meeting decides on the articles The annual general meeting 2020 was Ingman was elected as chair of the me- of association and elects board mem- held on 25 June 2020 in Malmö. The eting. All board members elected by the bers, the chair and the auditor and de- company took special measures becau- meeting were available. cides on their fees. The annual general se of Covid-19. Postal voting and proxy meeting also decides on the adoption of voting were recommended to limit the the income statement and balance she- number of people physically present at et, on the allocation of the company’s the meeting.

59 The full minutes of the meeting may be NOMINATION COMMITTEE PROPOSALS TO THE AGM 2021 found on Beijer Ref’s website. Among BEFORE AGM 2021 The nomination committee has prepa- other things, the AGM decided on: The nomination committee was appoin- red the following proposals to be pre- ted in October 2020 and shall, according sented to the AGM 2021 for decision: • Dividend in accordance with the propo- to the AGM, consist of five members. The nomination committee has decided sal of the board and the CEO of SEK 1.75 The members of the nomination com- to propose to the AGM: per share for the financial year 2020, mittee were appointed from among the • re-election of the board members: which corresponds to SEK 221,439,242. company’s largest shareholders and Joen Magnusson, Frida Norrbom Sams, • Re-election of board members: Peter were: Tommi Saukkoriipi (SEB Funds) Kate Swann, Albert Gustafsson and Per Jessen Jürgensen, Bernt Ingman, Joen and chair of the nomination committee, Bertland Magnusson, William Striebe, Monica Bernt Ingman (chair of the Beijer Ref bo- • new election of Kerstin Lindvall and Gimre and Frida Norrbom Sams. Bernt ard), Muriel Makharine (Carrier Corp), William Striebe Ingman was re-elected as chair of the Patricia Hedelius (Fourth Swedish Natio- • re-election of Kate Swann as chair of board. nal Pension Fund) and Joen Magnusson the board and • New election of board member Grego- (own shareholding). The 2020 nomina- • re-election of Deloitte AB as the com- ry Alcorn after Chris Nelson had decli- tion committee has held 2 (4) meetings. pany’s auditor in 2021. ned re-election. The nomination committee has perfor- • Determination of remuneration to the med its work by evaluating the board’s board and auditor. work, composition and competence. THE BOARD • Principles for remuneration and other The board has overall responsibility for terms of employment for the CEO and Following EQT’s acquisition of Carrier’s the organisation and management of other senior executives. shares in Beijer Ref and the completion Beijer Ref. According to the articles of • Decision on amendments to the com- of the sale on 22 December 2020, the association, the board of directors shall pany’s articles of association Nomination Committee of Beijer Ref consist of a minimum of 4 and a maxi- • New election of Deloitte AB as the has changed. Albert Gustafsson repla- mum of 8 members, with or without de- company’s auditor in 2020 with Richard ces Muriel Makharine, who represented puties. The board members are elected Peters as chief auditor. Carrier. annually at the AGM for the period until the end of the next AGM. Beijer Ref’s next annual general meeting A report on the Nomination Committee’s will be held on 15 April 2021 in Malmö. work was submitted in the Nomination For further information on the next AGM, Committee’s motivated statement, THE COMPOSITION OF THE BOARD see page 107 of this annual report. which was published prior to the 2020 IN 2020 Annual General Meeting. Further infor- In 2020, the board of Beijer Ref consi- EQT Group, Joen Magnusson (family mation on the Nomination Committee sted of seven members elected by the and company) and Per Bertland (fami- and its work can be found on the Group’s AGM. The CEO, CFO and General Coun- ly and company) each holds more than website: www.beijerref.com sel participate in all board meetings and 10% of the votes in the company. For other executives in the group participate further information about the share and as rapporteur on specific issues as ne- shareholding, see pages 52-53 and the PROPOSAL FOR EXTRAORDINARY cessary. For further information about company´s website. GENERAL MEETING 2021 the board members, see pages 66-67 Due to EQT became the principal ow- and Note 6, page 89. ner of Beijer Ref and the fact that Per NOMINATION COMMITTEE Bertland will step down as CEO in 2021, The nomination committee represents the company called an extraordinary RESPONSIBILITIES OF THE CHAIR the company’s shareholders and nomi- general meeting on 3 March 2021 to The chair is responsible for ensuring nates board members and auditors and elect new board members. The new that the work of the board is well orga- proposes their fees. board members are Kate Swann, Albert nised and effective and that the board Gustafsson and Per Bertland with Kate fulfils its duties. The chair monitors Swann as chair. business activities in dialogue with the

60 CORPORATE GOVERNANCE

CEO and is responsible for ensuring that and reporting to the board include re- velopment of the business towards the the other members of the board receive questing in-depth information in certain established goals. the information and documentation ne- areas, in-depth discussions with parts cessary for a high quality of discussion of group management and requesting and decisions, as well as verifying that descriptions of the components of inter- BOARD COMMITTEES the board’s decisions are implemented. nal control in connection with reporting. The board has an audit committee The board has rules of procedure which consisting of Bernt Ingman, chair, and are established at the statutory board Frida Norrbom Sams. THE BOARD’S INDEPENDENCE meeting after the AGM. At the same The audit committee met 4 (4) times The board’s assessment, which is sha- time, the board establishes instructions during 2020. The work has mainly focu- red by the nomination committee, regar- for the CEO. Chris Nelson has missed sed on: ding the members’ positions of depen- one board meeting and Gregory Alcorn dence in relation to Beijer Ref and the has missed two board meetings. Other • Current and new accounting issues shareholders appears on pages 66-67. members have attended all board me- • Review of interim reports, year-end re- As is shown, Beijer Ref complies with the etings during the year. port and annual report Swedish Corporate Governance Code • Review of reports by the company’s requirement that the majority of the auditor including the auditor’s audit plan AGM-elected members are independent EVALUATION OF BOARD MEMBERS and follow up on auditing fees in relation to Beijer Ref and the executi- AND THE CEO 2020 • Assistance in drawing up proposals for ve management, and that at least two of The chair of the board is responsible for the AGM’s decision on the election of these are also independent in relation to evaluating the board’s work, including the auditor Beijer Ref’s major shareholders. the input of individual members. This • Review of procedures and work plan is done through an annual, structured for the work of the committee evaluation with subsequent discussions • Ensuring that policies exist and rules THE WORK OF THE BOARD IN 2020 by the board, at which the results of the are complied with In 2020, Beijer Ref’s board held 7 (7) survey, including comments submit- • Follow-up and reporting back concer- ordinary meetings. At each ordinary ted, are presented by giving individual ning the company’s tax situation and tax board meeting, the company’s financial responses to each question, as well as audits position and investment activities were averages and standard deviation. • Review of the company’s risk analysis discussed. The work in 2020 has largely During 2020 the evaluation has been focused on issues related to strategy done through a web-based evaluation The board of Beijer Ref as a whole con- and continued expansion as well as va- of the board where the board members stitutes the company’s remuneration rious scenario descriptions of profit and individually, and anonymously, decide committee and fulfils its tasks. Ques- liquidity in 2020. The company’s audito- on statements regarding the board as a tions are prepared during the first board rs attended the board meeting that dealt whole, the chair of the board, the CEO’s meeting of the year and decided at the with the annual accounts and reporting work on the board and their own input. board meeting held in connection with of the ongoing investigation before the The evaluation focuses on improving the AGM. The remuneration committee Audit Committee. the board’s efficiency and focus areas has, among other things, the task of mo- as well as the need for specific skills nitoring and evaluating: Between the board meetings, a large and working methods. In the nomination number of contacts have taken place committee, the results of the evaluation • The application of the company’s gui- between the company, its chair and of the board have been presented by the delines for remuneration to senior exe- other board members. Members are company that produced the digital bo- cutives and the current remuneration regularly sent written information con- ard evaluation questionnaire. The nomi- structures and levels of remuneration in cerning the company’s activities, finan- nation committee has also interviewed the company, cial status and other relevant informa- individual board members. In addition to • All programmes for variable remunera- tion. The measures taken by the board the above annual board and CEO evalua- tion for company management. to monitor the functioning of internal tion, the board evaluates the work of the control in relation to financial reporting CEO continuously by following the de-

61 EXTERNAL AUDITORS trol environment that creates discipline matters related to variable cash remu- The AGM appoints the external auditor. and provides a structure for the compo- neration. Beijer Ref’s auditor is the authorised ac- nents of the process – risk assessment, counting firm Deloitte AB, with authori- control structures and follow-up. For The remuneration shall consist of fixed sed public accountant Richard Peters as information on internal control relating salary, variable cash remuneration, pen- chief auditor. Deloitte AB has been elec- to financial reporting, see the section on sion benefits and other remuneration. ted by the annual general meeting 2020 internal control. For information on risk Variable cash remuneration shall be as Beijer Ref’s auditor for the period until management, see pages 64-65. based on predetermined, well-defined the AGM 2021. and measurable financial targets for the group and at group and individual level CEO AND GROUP MANAGEMENT such as profit growth, sales growth and INTERNAL AUDITS Per Bertland is President and CEO of change in working capital. The weigh- There is a limited internal control func- the Beijer Ref group. The President and ting between the respective targets set tion. The function has performed a map- CEO continuously manages Beijer Ref’s shall be so that the heaviest weighting ping of risks, developed focus areas and operations. Since Per Bertland has infor- is placed on profit growth. Fulfilment of carried out a self-assessment procedu- med the board that he wishes to resign criteria for the payment of variable cash re with the group’s companies. There is in 2021, work has begun to find a repla- remuneration shall be measurable over no fully developed internal auditor func- cement. The CEO is assisted by a group a period of one year. The CEO will receive tion in the Beijer Ref group. In accordan- management team consisting of the a maximum amount equal to 55% of an- ce with the rules of the Swedish Cor- heads of business operations, purchas- nual salary and other senior executives porate Governance Code, the board of ing, legal and finance staff. At the end of will receive a maximum amount equal Beijer Ref AB has decided on any need 2020, group management, including the to 50% of annual salary. The board shall for a special internal audit function. The CEO, consisted of 7 people. For further have the possibility, according to law or board has found that there is currently information about group management, contract, to recover in whole or in part no need for such an organisation in the see pages 68-69. any variable remuneration paid in error. Beijer Ref group. The background to this position is the company’s risk profile Senior executives’ pension benefits, in- and the control functions and control REMUNERATION TO cluding health insurance benefits, are activities that are built into the compa- SENIOR EXECUTIVES defined contribution. An amount equal ny’s structure, such as active boards in The aim of Beijer Ref’s remuneration to a maximum of 30% of fixed annual all companies, a high degree of presen- policy for senior executives is to offer salary is allocated to the CEO, and an ce from local management and board competitive and market-based remu- amount equal to 25-28% of fixed annual representation by management at the neration, so that competent and skilled salary is allocated to other senior execu- level above etc. Beijer Ref has defined employees can be attracted, motivated tives. Other benefits may include health internal control as a process that is in- and retained. These guidelines allow se- insurance and car benefit, which shall fluenced by the board, the audit com- nior executives to be offered a compe- not constitute a substantial part of the mittee, the CEO, group management titive total remuneration. The guidelines total remuneration. Extraordinary remu- and other employees and designed to apply to remuneration agreed upon, as neration may be paid as one-off arrang- provide a reasonable assurance that well as changes made to already agreed ements in exceptional circumstances Beijer Ref’s goals are achieved in terms remuneration, after the guidelines have for the purpose of recruiting or retaining of: efficient and appropriate operations, been adopted by the 2020 annual gene- executives. Such remuneration may not reliable reporting and compliance with ral meeting. The board, in its capacity as exceed an amount equal to one year’s applicable laws and regulations. The in- the company’s remuneration commit- fixed salary. ternal control process is based on a con- tee, shall prepare, follow and evaluate

62 CORPORATE GOVERNANCE

For senior executives outside Sweden, For more detailed information on remu- EXTERNAL CONTROL INSTRUMENTS whose employment relationships are neration guidelines, see Note 6 on page The external instruments that form the subject to rules other than Swedish, 89 of this annual report. framework for corporate governance other conditions may apply as a result of within Beijer Ref include: legislation or market practice and adap- - The Swedish Companies Act tation may thus occur. FURTHER INFORMATION ABOUT - Swedish and international financial re- CORPORATE GOVERNANCE porting law Severance pay and fixed salary during The following information may be found - Nasdaq OMX Stockholm’s rules notice are paid to the CEO up to a max- at www.beijerref.com: - The Swedish Corporate Governance imum of 24 months’ fixed salary and to • Previous annual corporate governance Code other senior executives up to a maxi- reports mum of 12 months’ fixed salary. Senior • Notice of the AGM executives may resign with a notice pe- • Minutes INTERNAL CONTROL INSTRUMENTS riod of 6 months. In the event of resig- • Quarterly reports The binding internal control instruments nation by the senior executive, there is include: no severance pay. In addition, compen- - The articles of association sation for any undertaking on restriction INTERNAL CONTROL - The rules of procedure for the board of competition may be paid. Such remu- The Board’s responsibility for internal - The board’s instructions to the CEO neration shall compensate for any loss control is regulated by the Swedish - Authorisation rules of income and shall be paid only to the Companies Act and the Swedish Corpo- - Ethical guidelines extent that the former executive is not rate Governance Code. Internal control - Financial policy entitled to severance pay for the corre- of financial reporting is intended to pro- - The finance manual sponding period of time. vide reasonable assurance of the relia- - The internal control process bility of the external financial reporting - The whistleblower process The board’s discussion of and decisions in the form of quarterly reports, annual on remuneration-related matters do not accounts and year-end releases, and include the CEO or other members of that the external financial reporting is group management, to the extent that prepared in accordance with law, appli- they are affected by the issues. The cable accounting standards and other board shall draw up proposals for new requirements for listed companies. guidelines at least every four years and submit the proposal for decision by the annual general meeting.

The board may decide to suspend these guidelines in whole or in part if, in an in- dividual case, there are special reasons for doing so and a deviation is necessa- ry to satisfy the long-term interests of the company, including its sustainabili- ty, or to ensure the company’s financial viability.

63 Risks and risk management

The Beijer Ref group’s operations are affected by a number of external factors whose effects on the group’s operating profit can be monitored to varying degrees.

Group-wide rules, which are established responsibilities are regulated by these deals with procedures and guidelines in by the board, form the basis for mana- laws. The decisions taken by the boards areas such as the environment, employ- ging these risks at different levels within are minuted and followed up carefully. ees, business ethics and efforts to avoid the group. The aim of these rules is to Senior executives in group and business corruption, responsible supply chain get an overall picture of the risk situa- area management are represented on and partnerships. The framework is dis- tion, to minimise negative effects on boards at an underlying organisational seminated to all subsidiaries, which then profit and to clarify responsibilities and level and also in individual companies report back on action plans and results. authority within the group. of significance. It is through this board Regarding risks concerning compliance work that control activities and follow-up with new environmental laws and reso- Monitoring compliance with the rules is of these is decided and carried out with lutions for HFC gases, Beijer Ref has controlled by a designated person and local endorsement. It is the consistent conducted a review of its own manage- reported to the board. practice within the group that, with criti- ment of the issues and has found that cal issues such as important personnel there is no particular risk present. Con- issues, organisational issues etc., the cerning risks related to ethical working CONTROL ENVIRONMENT immediate manager refers to his or her conditions (social and environmental AND STRUCTURE respective manager so as to endorse de- standards), business ethics and code Beijer Ref has a strong ownership influ- cisions before these are made. of conduct, and the measures to guard ence and the larger owners are repre- against corruption, the group has evalu- sented on the board. The principle of far-reaching decentra- ated its own and its subsidiaries’ mana- lisation is of great importance for the gement of these issues. By establishing Beijer Ref is by its nature decentralised different companies’ sense of their own a Code of Conduct for employees and and the individual companies’ own or- importance and for motivation to work. suppliers, risks in the areas of ethical ganisations fulfil important functions in The dissemination of responsibilities working conditions, business ethics and terms of company culture and the con- and powers leads to a strong will to live corruption shall be minimised. trol environment through the short de- up to this responsibility and the expecta- cision-making paths that exist and the tions that come with it. FOLLOW UP strong presence of local management. Follow up to ensure the effectiveness of The legal organisation very much coin- internal control of financial reporting is cides with the operational one and there RISK ASSESSMENT performed by the board, CEO, CFO and are therefore few decision-making fora Risk assessment regarding financial re- group management. The follow up inclu- that are not linked to the responsibilities porting at Beijer Ref aims to identify and des monthly financial statements com- of the various legal entities that are re- evaluate the most significant risks that pared with budget, previous year and gulated by law. affect internal control of financial re- goals and quarterly reports with results The management work is based on the porting in the group’s companies, busi- supplemented by written comments. work of the board, which is the backbone ness areas and processes. The present The follow up also includes following up of company management, and the orga- situation is assessed and improvement on observations reported by Beijer Ref’s nisation’s various company boards. The points are established. Control activities auditor. Beijer Ref works according to regulatory framework that covers com- are also evaluated and assessed on an an annual plan, which takes its starting pany management, such as the Swedish ongoing basis. point in the risk analysis and includes Companies Act, forms the basis for how priority companies, acquired compa- the work of the board is performed and, Concerning sustainability risks, the nies, main processes and specific risk through this way of working, powers and group has developed a framework that areas.

64 CORPORATE GOVERNANCE

IDENTIFIED RISKS EXPOSURE AND MANAGEMENT OF RISKS

Risks in the product range The risk that Beijer Ref does not get new environmentally-friendly products on the market. This risk is mili- tated against by a central category manager for each product segment taking responsibility for the product throughout its entire life cycle and who is also responsible for bringing in new products.

Access to capital and interest rate risks New banking requirements and higher interest rates, as well as the general economic situation, may affect the availability of capital. Mitigated by Beijer Ref having financing with different banks and sources of financing such as the bond market, as well as different maturity dates for the credits.

Stagnating markets The risk that the growth rate cannot be maintained unless Beijer Ref enters new and less mature markets. A large part of Beijer Ref’s future growth is to be found in new markets, but the company also wishes to broa- den its product range. New markets are available.

Currency risks The company is exposed to currency fluctuations, and continually hedges the foreign exchange exposure in certain subsidiaries so as to counterbalance this risk.

Risk of fire, destruction, natural disasters In emerging markets, the risk of natural disasters is greater and the company weaves this risk into its insu- and pandemic rance solution and business interruption insurance so as to minimise the risk of harm and losses. One conse- quence of globalisation is that it is difficult to protect the company from pandemics; in these situations the company follows the WHO’s recommendations. Like everyone else, the company is affected by a pandemic. The business is classified as societally important, which lessens the effect.

Beijer Ref’s corporate culture There is a risk that Beijer Ref’s corporate culture will be depleted unless the culture is preserved and main- tained on a regular basis. Beijer Ref has a Code of Conduct to enhance and maintain the culture, as well as policies for business ethics and morality. The company also has introductory training for all new employees and an e-learning system.

Digitalisation and E-commerce Digitalisation and e-commerce create new trade patterns and behaviours that are continuously being evalua- ted. The risk is minimised by working under various different brands and via a differentiated product offering. There is always a risk that the company will be affected by new players challenging the industry.

Risk related to dealers – Customers deal Customers tend to contract directly with suppliers, in order to obtain lower prices. Beijer Ref has many small directly with suppliers customers, which can counteract this risk, while the company has a high level of availability in its product range.

Increased competition and concentration in Beijer Ref has a strong position in Europe and has historically had a head start, which could lead to downward Europe price pressure on the market prices when new actors enter. Better products and entering new markets may reduce this risk.

Suppliers sell directly to larger customers and Beijer Ref’s distribution network through branches and presence in some 40 countries counteracts this risk by-pass the wholesaler and provides a full alternative to suppliers and own brands.

Risks related to product liability Poor quality products always negatively affect the Beijer Ref brand. The Company always works with at least two brands at a minimum in all markets, and within different price segments. The company intends to launch its own product range within its own product area. A central category manager counteracts this risk.

Risk of irregularities Beijer Ref has a decentralised organisation and its subsidiaries are governed by regular board meetings. A self-evaluation of internal control is performed annually. The company also has a whistleblower function and code of conduct.

Dependency on Toshiba Toshiba is a major supplier to Beijer Ref in HVAC. Beijer Ref has however, the strategy of having at least one supplier within each price segment and at least two suppliers in each market. Carrier, Toshiba, Mitsubishi Heavy Industries and Gree are all important partners of the company in HVAC.

Risks in the new markets Before Beijer Ref enters new markets, a market analysis of the market is conducted, in order to become aware of the risks and to be able to better manage them.

Risk related to data retrieval (computer Data failure and intrusion affect Beijer Ref’s sales and customer relationships to a limited extent as the group crashes and data breaches) has a decentralised IT environment. The company works to strengthen virus protection and also works with other security solutions, such as password policy and double logins.

Changed legal requirements and regulations Changed legal and regulatory requirements affect Beijer Ref’s business, not least changes in environmental requirements. The company regularly monitors these requirements as part of its global surveillance. The

company is positively affected by the European phasing-out programme for CO2 equivalents, while demand for the company’s environmentally friendly range is increasing. The phasing-out will run until 2030 and the new technologies will gradually be established in other markets outside Europe, for example in Australia and New Zealand.

Competition with existing customers In pace with Beijer Ref delivering more and more systems, the installation is usually included, which can compete with existing customers. The risk is mitigated by educating and offering services that customers take responsibility for.

Political risks Political risks can affect liquidity and the general business climate. Beijer Ref continuously monitors and follows the political situation as part of the business analysis and avoids particularly vulnerable markets. For Beijer Ref, political developments in South Africa could affect the company’s development. 65 Board of Directors

KATE SWANN PETER JESSEN JÜRGENSEN ALBERT GUSTAFSSON Chair. Born 1964. Elected 2021. Board Member. Born 1949. Elected 1999. Board Member. Born 1977. Elected 2021. Education: University of Bradford with a degree in Education: Graduate engineer and MBE in Denmark. Education: B.Sc. in Business Administration. Business Management. Other assignments: Chairman of Bio Aqua A/S, Profort A/S, Other assignments: Parter and Head of Other assignments: Advisor to EQT. Chair of Parques Labotek A/S, Labotek Nordic AB, Bies Ökoproduktion Aps. Private Equity Sweden at EQT. Reunidos, Secret Escapes, Moonpig PLC and IVC Board Member of IKI Invest A/S. Not dependent. Board Member of ETON, Bluestep and Iver. Evidensia. Board Director of England Hockey. Work experience: Engineer in Atlas. Work in the family Not dependent of the company and the Not dependent of the company and the management. company HJJ as Managing Director of the subsidiary management. Dependent of the largest Dependent in relation to the company’s largest share­ Ajax and later as Managing Director of IKI and Managing shareholders. holder through holdings in EQT’s holding company Director of TTC in Denmark. Work experience: Board Member of Breeze SCSp. Shareholding in Beijer Ref: 1,681,860 A shares. Dometic, Granngården, Scandic. Work experience: CEO of SSP Group plc. CEO of Shareholding in Beijer Ref: 0. WH Smith. Shareholding in Beijer Ref: 6,460 B shares.

66 BOARD OF DIRECTORS

FRIDA NORRBOM SAMS PER BERTLAND JOEN MAGNUSSON Board Member. Born 1971. Elected 2015. Board Member. Born 1957. Elected 2021. Board Member. Born 1951. Elected 1985. Education: M. Sc. in Business Administration. Education: MBA, University of Lund. Education: MBA. Other assignments: President and CEO Hydro- Other assignments: CEO of Beijer Ref. Chairman of Other assignments: Kungliga Fysiografiska scand Group. Board Member of Dendera Holding, Board Member of Lindab AB. Sällskapets Ekonomiska råd and other Ballingslöv International AB. Dependent based on own shareholding. assignments. Not dependent. Dependent of the company and the management. Dependent based on own shareholding. Work experience: EVP, Head of EMEA at Work experience: COO, Beijer Ref. CFO, Indra AB and Not dependent of the company and the Husqvarna Group, VP Sales and Ötab Sport AB within the Aritmos Group. management. Service region 2 at Husqvarna Group, SVP & Shareholding in Beijer Ref: 2,361,000 A shares, 177,000 Work experience: Managing Director of Managing Director North Europe Sanitec Oy, B shares and 30,000 call options. G & L Beijer AB until 30 June 2013. Employed EVP & CIO Sanitec Oy, Senior Manager Bearing- in Teglund Marketing AB, Statskonsult AB, Point/Andersen Business Consulting, EVP, Head Skrinet AB. of Application division NKT A/S. Shareholding in Beijer Ref: Shareholding in Beijer Ref: 7,538 B shares. 3,120,000 A shares, 81,486 B shares.

67 Executive Group Management

PER BERTLAND MARIA RYDÉN SIMON KARLIN CEO & President. Born 1957. CFO & EVP. Born 1966. Employed since 2017. COO & EVP, Beijer Ref ARW EMEA. Employed since 1990. Education: MBA, University of Växjö. Born 1968. Employed since 2001. Education: MBA, University of Lund. Other assignments: Chairman of Kompis Assistans Education: MBA, University of Lund. Other assignments: Chairman of Dendera and APQ El AB. Work experience: Business & Finance Director Holding, Board Member of Lindab AB. Work experience: MD Ikano Vårdboende, CFO Ikano Beijer Ref, Business control Svedala Industri Work experience: COO, Beijer Ref. CFO, Indra AB Fastigheter, Dole, Switchcore and Arthur Andersen. Group. and Ötab Sport AB within the Aritmos Group. Shareholding in Beijer Ref 2020: 1,500 B shares and Shareholding in Beijer Ref 2020: Shareholding in Beijer Ref 2020: 22,000 call options. 47,000 B shares and 30,000 call options. 2,361,000 A shares, 177,000 B shares and 30,000 call options.

68 EXECUTIVE GROUP MANAGEMENT

JONAS STEEN KATARINA OLSSON ROBERT SCHWEIG YANN TALHOUET COO & EVP, Beijer Ref ARW APAC. General Counsel & EVP, Beijer Ref AB. CSCO & EVP, Beijer Ref ARW. Born COO & EVP, Beijer Ref Toshiba HVAC. Born 1976, Employed since 2010. Born 1971. Employed since 2016. 1958. Employed since 1990. Born 1974. Education: Master of Science in Education: Master of Law, University of Education: Mechanical Engineering. Employed since 2010. Chemical Engineering, Bachelor of Lund, LLM, Queen Mary and NEVI Professional Procurement. Education: MA, Paris Dauphine Science in Business Administration. Westfield College, London University. Work experience: Procurement University, MBA, Insead, Fontainebleau. Work experience: VP Beijer Ref Work experience: Risk Management experience in wholesale and different Work experience: MD of Toshiba HVAC Nordic/East Europe, Business Control Director at ICA AB, Corporate Legal industries, 24 years at senior manage- Western Europe, Carrier Corporation. Trelleborg Group. Counsel at ICA AB, Corporate Legal ment level, within Elsmark/Danfoss, Management Consultant in Kearney. Shareholding in Beijer Ref 2020: Counsel at Ericsson AB. Aircool/Eriks, Delair/Atlas Copco, Shareholding in Beijer Ref 2020: 0. 6,000 B shares and 12,000 call Shareholding in Beijer Ref 2020: Dutch Navy Shipyard. Call options: 15,000. options. 1,250 B shares. 0 call options. Shareholding in Beijer Ref 2020: 0. 0 call options.

AUDITORS Deloitte AB

RICHARD PETERS Authorised Public Accountant, auditor in charge. Born 1969. Auditor in the Beijer Group since 2020.

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