Corporate Governance Report 2020
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Corporate governance and corporate responsibility Beijer Ref is a Swedish public limited company listed on Nasdaq OMX Stockholm, Large Cap. AN INTRODUCTION FROM tralia, Denmark and the Czech Republic 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 Italy, and we have also invested take this opportunity to thank my board make changes in the workplaces had an in the filling station in Sweden 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 develop ments. 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.