Corporate Governance Report Q Annual Report

Corporate Governance Shareholders Report Nomination Committee General Meeting External auditor Remuneration Committee Board of Directors Audit Committee Getinge AB (publ) hereby presents the Corporate Governance Report for 2020. This

Corporate Governance Report is reviewed by the company’s auditors. The review is President & CEO presented in the auditor’s report on pages 131–134.

This Corporate Governance Report was Getinge’s overall structure Swedish Corporate Governance Code, HR & Sustainability prepared and adopted by Getinge AB for corporate governance Nasdaq Stockholm rules and good Quality Regulatory Compliance (publ)’s Board of Directors in accordance with the provisions of the Swedish Annual Effective corporate governance is a key practice on the stock market Finance Accounts Act and the Swedish component in ensuring that Getinge is The Group’s corporate governance is based Communication & Brand Management Corporate Governance Code (based on the managed sustainably and responsibly in on Swedish legislation, rules and regula- Legal, Compliance & Governance version per December 31, 2020). The Corpo- Corporate and Group functions rate Governance Report presents an over- accordance with applicable legislation and tions, applicable EU regulations, good view of Getinge’s corporate governance, regulations. The Group’s corporate practice on the stock market and Nasdaq’s including a description of the system for governance structure and its internal Rulebook for Issuers, based on the Swedish internal control and risk management in Global sales relation to financial reporting. regulations provide frameworks for Corporate Governance Code (“the Code”) Acute Care Therapies Surgical Workflows Life Science (10 sales regions) For a more detailed description of achieving business objectives and and applicable instructions, which are Getinge’s risks, see pages 51–55. For in- Business areas formation on the Getinge share, se pages strategies. It is aimed at ensuring the available at corporategovernanceboard.se. 150–151. continued strong development of the The company complies with the Code’s Updated information on Getinge’s cor- Group’s operations and, consequently, that regulations and presents in this report an porate governance in accordance with the Integrated Surgical Critical Cardiac Cardiac Vascular Cardio-­ Infection requirements in the Swedish Corporate the Group’s operations fulfill its obligations explanation for any deviation from the Workflow Work- Care Surgery Assist Systems pulmonary Control Governance Code are available at www. to shareholders, customers, employees, Code’s regulations in 2020, based on the Systems places getinge.com/int/about-us/corporate-gov- suppliers, creditors and society. version of the Code per December 31, 2020. Global sales organization Product Areas ernance/overview/. Information on the website does not comprise part of this This report summarizes how corporate Nasdaq Stockholm’s Rulebook for Issuers, Corporate Governance Report. governance is structured and how it has available at nasdaqomxnordic.com, and the been carried out and developed in the Swedish Securities Council’s rulings on Group during the 2020 fiscal year. good practice on the Swedish stock market Good compliance with the Code, Main governing bodies within Getinge Meeting. All shareholders registered in the are available on aktiemarknadsnamnden.se. no violations of stock market rules The main governing bodies within Getinge shareholders’ register six bank days before or good practice are: the Meeting and who have notified their Getinge follows the Code’s “comply or • Getinge AB’s General Meeting of Share- attendance to the Meeting before the time The company and Articles of Association Shares and shareholders explain” principle. holders given in the notice are entitled to partici- Getinge AB (publ) is a Swedish public The company’s Class B shares have been In the view of the Board of Directors, • The Board of Directors of Getinge AB pate in the Meeting and exercise their limited liability company (Aktiebolag). admitted to trading on Nasdaq Stock- Getinge essentially complied with the • President & CEO of Getinge AB, assisted voting rights in full. Shareholders who are The registered name of the company is holm since 1993 and the share is Code during 2020, however with the by the Getinge Executive Team. not able to personally attend can be Getinge AB (publ.). The company’s included in the Nasdaq Nordic Large deviation from the Code’s rule p. 2.4 that represented by proxy. The Articles of corporate registration number is Cap segment and the OMXS30 index. the Chairman of the Board or any other General Meeting of Shareholders Association also prescribe a possibility for 556408-5032. The registered office of the The total number of shares in the board member is not to be Chairman of the The General Meeting of Shareholders is the Board of Directors to resolve on the Board of Directors is in the municipality company amount to 272,369,573, of Nomination Committee. The Nomination Getinge’s highest decision-making body. collection of powers of attorney in of Gothenburg, Västra Götaland County, which 18,217,200 are Class A shares with Committee appointed Carl Bennet (Board Shareholders can exert their influence at accordance with procedure described in Sweden. The head office is located in each share carrying entitlement to ten member but also sole owner of the the Annual General Meeting (AGM) and, the Swedish Companies Act and to resolve Gothenburg. The objects of the compa- votes and 254,152,373 are Class B shares company’s largest shareholder, Carl Bennet when applicable, at an Extraordinary Gener- that shareholders can exercise their voting ny’s operations shall be to, directly or with each share carrying entitlement to AB) as Chairman of the Nomination al Meeting. A General Meeting of Share- rights by post prior to the Meeting. A indirectly through subsidiaries, engage in one vote. All shares carry the same Committee, since the Nomination holders will be held in the location that the shareholder who wishes to have a matter the manufacture and sale of medi- dividend entitlement. Committee found it important to have a Board has its registered office (Gothenburg put forward at the General Meeting of cal-technical equipment, and in any other At the end of the fiscal year of 2020, representative of the largest shareholder Municipality, Västra Götaland County) or in Shareholders must submit a written activities compatible therewith. The the single largest shareholder Carl to serve as Chairman of the Nomination Halmstad Municipality, Halland County. A proposal to the Board in a timely manner so company’s Articles of Association Bennet AB, held 20.00% of the total Committee. General Meeting of Shareholders will be that the proposal can be included in the contain no limitation on the number of number of issued shares and 50.10% of There were no violations of the stock convened by publishing notice in Post- och notice of the Meeting. votes each shareholder can cast at a all votes in the company, making him market rules and no violations of good Inrikes Tidningar and on the company’s The AGM must be held within six General Meeting of Shareholders. The the only direct or indirect shareholder practice on the stock market reported by website. An announcement is to be made in months of the end of the fiscal year. At the company’s Articles of Association with a holding in the company repre- Nasdaq Stockholm’s Disciplinary Commit- Svenska Dagbladet that notice of the AGM, the shareholders exercise their contain no specific provisions for the senting over one tenth of the number of tee or the Swedish Securities Council. Meeting has been published. Shareholders, voting rights in key issues, such as the appointment or dismissal of Board votes for all of the shares in the who want to participate in the discussions adoption of income statements and members or on amendments to the company. For information about at the Meeting must give notice of balance sheets, allocation of the compa- Articles of Association. The company’s shareholders and the Getinge share, see antecedence to the company not later than ny’s earnings, discharge from liability of Articles of Association are available on pages 150–151 in the annual report and the date provided in the notification of the members of the Board and the CEO, the Group’s website: www.getinge.com www.getinge.com.

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election of Board members and auditors, votes in the company. Board Chairman 2021 Annual General Meeting relation to the company and its major compliance with the Code, no violations of proposed new Board member was also fees to Board members and auditors, the Johan Malmquist was elected Chairman of The 2021 Annual General Meeting (AGM) shareholders, independent representative stock market rules or good practice” for interviewed by the Nomination Committee. establishment of guidelines for remunera- the Meeting. The minutes from the AGM will be held on April 20, 2021. The date and of the minority shareholders as a member information about deviations from the In its own evaluation the Nomination tion to senior executives (where applica- are available on Getinge’s website: www. location of the AGM were published on the of the Nomination Committee. In addition, Code.) No remuneration is paid to members Committee also assessed whether the ble), approval of the remuneration report getinge.com. The decisions made by the company’s website in conjunction with the the instruction contains, for example, of the Nomination Committee, and the Board functioned well and whether the (for the first time at the 2021 AGM), and AGM include: publication of the interim report for the provisions that are applicable in the event members have affirmed that there are no current Board members possess broad approval of principles for appointment of • Adoption of the submitted income state- third quarter of 2020. It was announced in that any member leaves the Nomination conflicts of interest that affect their expertise, extensive industry knowledge, the Nomination Committee and guidelines ments and balance sheets presented for interim report for the fourth quarter of 2020 Committee, measures in the event of signif- assignment on the Committee. financial know-how and knowledge of for the Nomination Committee’s work the Parent Company and the Group, and that given the continued spread of icant changes in ownership and guidelines The Nomination Committee has held international conditions and markets. (where relevant). discharge of the Board members and COVID-19, Getinge’s Board had decided to for the Nomination Committee’s assign- two minuted meetings ahead of the 2021 When preparing its proposals on the CEO from liability. hold the AGM virtually through an online ment and work. AGM. The members of the Nomination composition of the Board, the Nomination 2020 Annual General Meeting • Dividend in accordance with the Board’s connection with shareholders. Sharehold- No remuneration will be paid to the Committee have maintained contact and Committee takes into account the Due to the prevailing coronavirus and the CEO’s proposal of SEK 1.50 per ers will also have the opportunity to vote by members of the Nomination Committee. engaged in telephone dialog with one individual expertise and experience of the pandemic, the Board of Directors resolved share for the 2019 fiscal year. post. The website states that shareholders Any necessary expenses for the Nomina- another between meetings. proposed Board members, how well the in March 2020 that the scheduled Annual • Adoption of the remuneration to Board who would like to have a matter addressed tion Committee’s work will be paid by the The Nomination Committee has Board will work as a whole and whether it General Meeting in April 2020 would be members and the auditor. at the AGM must submit a motion by March company. The Nomination Committee is addressed all the matters that the possesses the necessary breadth in terms postponed and held in June instead. The • In accordance with the Nomination 2, 2021, at the latest. entitled to charge reasonable costs to the Nomination Committee must address in of background and expertise. The 2020 Annual General Meeting was held, Committee’s proposal, Carl Bennet, company, such as recruitment costs, if it is accordance with the Code, as presented in Nomination Committee paid particular with observation of the applicable Johan Bygge, Cecilia Daun Wennborg, Nomination Committee deemed necessary to obtain an appropri- more detail below. The Nomination attention to the value of diversity and the recommendations, on June 26, 2020 at Barbro Fridén, Dan Frohm, Sofia Hassel- The Nomination Committee’s task is to put ate selection of candidates for the Board of Committee has also, with the purpose of balance between the need for renewal and Lindholmen Conference Center in berg, Johan Malmquist, Mattias Perjos, forward proposals ahead of the AGM, Directors. fulfilling its obligation to provide informa- continuity in the Board. In its efforts to Gothenburg. Prior to and at the AGM, the Malin Persson and Johan Stern were regarding the election of the Chairman of The instruction for the Nomination tion to shareholders, informed the achieve diversity, the Nomination relevant precautions were taken to restrict re-elected to the Board. the AGM, the Chairman of the Board and Committee is available in its entirety at: company on how the Nomination Committee gave special consideration to the risk of further spread of infection. In • Re-election of Johan Malmquist as other members of the Board, election of www.getinge.com/int/about-us/corpo- Committee conducted its work and of the an even gender distribution. light of this, Getinge offered its sharehold- Chairman of the Board in accordance auditors, as well as fees for Board members rate-governance/ proposals the Nomination Committee has In its assessment of the future composi- ers the opportunity to vote by post in with the Nomination Committee’s and auditors. decided to submit. tion of the Board, the Nomination advance. proposal At the 2020 AGM, new principles were Nomination Committee ahead of 2021 As a basis for its work, the Nomination Committee specifically looked at the need With the support of the instruction • Re-election of Öhrlings Pricewater- adopted for the appointment of the Annual General Meeting Committee studied the financial state- to supplement the Board’s overall skills and issued by the Swedish Corporate Gover- houseCoopers AB as auditor for the Nomination Committee and the instruction The Nomination Committee ahead of the ments for the company’s operations in experience of evidence-based medical nance Board, the only members of the company until the conclusion of the for the Nomination Committee. Ahead of 2021 Annual General Meeting comprises 2020. The Nomination Committee has also research, artificial intelligence (AI) and Board and the Nomination Committee to 2021 AGM in accordance with the Nom- the Annual General Meeting, the Nomina- the company’s Chairman Johan Malmquist, studied the nomination proposals received digitization in the field of medicine. participate in person were the Chairman ination Committee’s proposal and the tion Committee shall be composed of and representatives from the following and the evaluation of the Board of A press release published on February 4, and Vice Chairman of the Board and the Audit committee’s recommendation members appointed by the four largest owners, listed by size: Directors as well as the work it has carried 2021 announced that ahead of the 2021 Chairman of the Nomination Committee. • Guidelines for the remuneration to shareholders in terms of voting rights, • Carl Bennet AB: Carl Bennet out. The results of the evaluation were AGM the Nomination Committee had The company’s CEO participated by senior executives. based on a list of owner-registered • Fourth Swedish National Pension Fund: presented in their entirety to the Nomina- proposed that the number of Board telephone and a recorded presentation by • New principles for the appointment of shareholders from Euroclear Sweden AB or Per Colleen tion Committee. The evaluation also members elected by the AGM remain ten, the CEO was made available on the the Nomination Committee and instruc- other reliable ownership information, as of • Swedbank Robur: Marianne Nilsson showed that the Board functioned well, the that Johan Stern had declined re-election website prior to the Meeting. tion for the Nomination Committee August 31 of each year, and the Chairman • SHB Fonder & Liv: Anna Sundberg rate of attendance at Board meetings was and that the Nomination Committee had A total of 508 shareholders participated • Articles of Association of the Board of Directors. In addition, if the • Representing minority shareholders: high, and that all the Board members proposed Kristian Samuelsson as a new in the AGM (via postal vote and physical The Board of Directors did not propose and Chairman of the Board in consultation with Sophie Nachemson-Ekwall displayed a high level of commitment. Board member. participation), representing approximately the AGM did not authorize the Board to the member appointed by the largest Carl Bennet was appointed Chairman of In addition, the Nomination Committee The Nomination Committee has also 55.8% of the number of shares and resolve that the company should issue new shareholder in terms of voting rights the Nomination Committee ahead of the has conducted interviews with some of studied the Audit committee’s recommend- approximately 72.4% of the total number of shares or acquire own shares. deems it appropriate, it shall include an, in 2021 AGM. (See also the section “Good Board members elected by the AGM. The ed proposal for the election of auditors.

Board and Committee meetings in 2020

Q1 Q2 Q3 Q4

JANUARY FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER

Audit Committee Three extraordinary Extraordinary Board Extraordinary Board Board meeting: Audit Committee Board meeting: Group Audit Committee Audit Committee meeting Audit Committee meeting Board meetings* meeting* meeting* Sustainability, in- meeting strategy and strategy meeting Remuneration Committee meeting Remuneration Commit- Audit Committee vestments, statutory Board meeting: Interim review Life Science Extraordinary Board meeting Extraordinary Board Board meeting tee meeting meeting Report (Q2) meeting* Board meeting: Interim re- meeting* Board meeting: Full-year Board meeting: Interim Annual General port and nine-month report Board meeting: Fi- report (annual accounts Report (Q1) Meeting (Q3), strategy review SW, nancial plan, strategy and Q4 report), strategy Sustainability, Compliance review Global Sales, review Acute Care Extraordinary Board Succession planning, Therapies, AGM-related meeting* talent development, resolutions etc., Risk assessment and risk management process

* Extraordinary Board meeting to address certain issues, such as questions relating to the economic situation and * Extraordinary Board meeting to address certain issues, such as questions relating to the economic situation and the impact of the pandemic on the Group’s operations, the Group’s adaptation and management of the effects of the impact of the pandemic on the Group’s operations, the Group’s adaptation and management of the effects of the pandemic, AGM matters, financing, cost issues, company acquisitions and other investments. the pandemic, AGM matters, financing, cost issues, company acquisitions and other investments.

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No remuneration was paid to the six men (40% and 60%, respectively). Johan financial reporting is conducted in members of the Nomination Committee. Malmquist was appointed Chairman of the accordance with applicable rules and The Nomination Committee has applied Board in accordance with the Nomination regulations; rule 4.1 of the Code as its diversity policy in Committee’s proposal. Getinge’s President • have an overview of the overall financial preparing proposals of Board members. & CEO is one of the members elected by plan for Getinge and earnings, forecasts The aim of the policy is that the Board is to the AGM. and forward-looking statements, as well have a composition appropriate to the According to rules 4.4 and 4.5 of the as adopt all financial statements; company’s operations, phase of develop- Code, the majority of the elected Board • ensure that there are effective systems ment and other relevant circumstances members are to be independent in relation for control of Getinge’s operations and and to exhibit diversity and breadth of to the company and its management and financial position; qualifications, experience and background, at least two of these members are also to • ensure that there is well-functioning and strive for an equal gender distribution. be independent in relation to the Group’s internal control within Getinge; The Nomination Committee’s proposal to largest shareholders. The Nomination • ensure that there is a well-functioning Board members, remuneration to the Committee believes that the Board’s system for the monitoring and control of Board of Directors and election of auditors composition in Getinge AB during 2020 Getinge’s operations and risks that are and other relevant proposals are submitted meets the requirements for independent related to the operations; together with the notice of the forthcom- members as stipulated by the Code. The • identify how sustainability issues affect ing 2021 AGM. Nomination Committee has observed that Getinge’s risks and business opportu- Shareholders who wished to submit Mattias Perjos, in his capacity as CEO, and nities; proposals to Getinge’s 2021 Nomination Johan Malmquist, in his capacity as former • approve the required guidelines for the Committee were able to contact the CEO, are to be regarded as dependent in company and the Group’s conduct in Nomination Committee by e-mail at relation to the company and executive society for the purpose of securing its [email protected] or by mail: management, and that Carl Bennet, Johan long-term value-creation ability and Getinge AB (publ), Att: Nomination Stern and Dan Frohm as representatives approve the required general policies for Committee, Box 8861, SE-402 72 and Board members of Getinge AB’s the company and the Group; Gothenburg, Sweden. principal owner Carl Bennet AB, are to be • ensure that there are sufficient control regarded as dependent in relation to the mechanisms in place for Getinge’s largest shareholders. Other Board compliance with applicable rules and The composition of the Board of Directors, members are deemed to be independent in regulations, as well as compliance with Board members’ individual shareholdings, their independence to the company, exec- relation to the company, executive internal policies and guidelines; utive management and the largest share- management and the largest shareholders. • ensure that the company’s external holders as well as their other assignments disclosures (incl. financial reporting) are in other companies are presented in the Responsibilities and work characterized by openness and objec- table on in the presentation of Board mem- bers on pages 69–71. The Board members’ of the Board of Directors tivity, and are correct, reliable and have attendance at meetings during the year is Primarily, the Board is responsible for the a high level of relevance for the target also presented on these pages. Information organization of the company and the groups they are aimed at, and that there on the remuneration of Board members is management of its affairs. In carrying out presented on pages 69–70. are appropriate processes, controls and its duties, the Board must safeguard the systems in place. BOARD OF DIRECTORS’ WORK IN 2020 interest of all its shareholders. It is also the The Board is also to continuously evaluate Board’s duty and responsibility to ensure the work of the CEO and devote one During the year, a total of 15 Board continuous basis, the pandemic’s impact Board of Directors that this Corporate Governance Report is meeting every year to this matter without meetings were held, with an average on the Group, the Group’s adaptation and Board members, independence, etc. prepared. the presence of anyone from executive attendance rate of 98.7% of the AGM-elect- management of the pandemic’s effects, According to the Articles of Association, The Board of Directors is to maintain and management. The Board is to meet the ed members. At its scheduled meetings, have been addressed separately, but also Getinge’s Board of Directors is to comprise promote a good corporate culture and company’s auditors without the presence the Board addresses fixed agenda items in integrated with other issues addressed by not fewer than three and not more than ten ensure that Getinge – on behalf of its of the CEO or any other individual from accordance with the Board’s formal work the Board. In addition to the scheduled and members, with not more than ten deputy shareholders – is led in the most sustain- executive management at one of its plan and annual plan. Accordingly, the extraordinary Board meetings, the members. The Board members are elected able, responsible and effective manner meetings during the year. The work of the Board has addressed the Group’s long-term members of the Board have, since the annually at the AGM to serve for the period possible. The Board of Directors regularly Board is governed mainly by the Swedish objectives, strategy and risks and risk outbreak of the coronavirus pandemic, up to and including the next AGM. evaluates Getinge AB’s and Getinge’s Companies Act, the Code and the Board’s management, adopted corporate gover- been invited to and participated in Employees have the right to appoint two financial position and ensures that Getinge formal work plan. nance documents and focused on information meetings at which the Board representatives and two deputy members is organized in such a way that bookkeep- The guidelines for the Board’s work are sustainability issues, the financial plan and members have been kept up to date on the to the Board. ing, management of cash and cash described in greater detail in the Board’s investment plan, the annual accounts and Group’s performance and the business In 2020, Getinge’s Board comprised ten equivalents, and the company’s general formal work plan and annual plan, which financial reports. The Board has also environment factors affecting the members elected at the AGM and two financial conditions are controlled are reviewed and adopted each year. The continuously addressed business situation company. During certain periods of 2020, members appointed by the employee-rep- satisfactorily. formal work plan states how many ordinary and financial issues, ethics and compli- such information meetings were held resentative organizations, as well as two The Board of Directors of Getinge AB will Board meetings are to be held (seven ance, quality issues, regulatory issues, weekly. The Board met without the deputy members for the employee also, for example, scheduled in addition to the statutory succession planning and talent develop- presence of the CEO or any other individual representatives. At the AGM on June 26, • approve the overall strategy and the meeting), the items to be included on the ment, as well as general organizational from executive management or the 2020, all Board members previously elected overall goals for Getinge’s operations agenda at each meeting and the issues to issues. During the year, at its scheduled and company’s auditors at one of its meetings. at the AGM were re-elected in accordance and its general organization; be discussed at the ordinary Board some extraordinary Board meetings, the The Board also continuously evaluated the with the Nomination Committee’s proposal • ensure that there are established pro- meetings, the Chairman’s work assign- Board addressed matters related to the work of the CEO and devoted one meeting for resolution, entailing that ten members cedures in place for financial reporting ments and the division of responsibilities economic climate, cost issues, company to this matter without the presence of the were elected, of whom four are women and and internal control, and ensure that between the Board of Directors and the acquisitions and other investments. On a executive management.

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President & CEO. In addition, the formal the Remuneration Committee and the areas moving forward. It can be noted that the work plan states what the President & CEO Audit committee) Nomination Committee has been presented BOARD COMMITTEES is to report to the Board of Directors, and with the report in its entirety as well as the The Board of Directors has established two committees – a Remuneration Committee and an Audit committee. when and how the Board is to receive Distribution of roles among Board’s conclusions. information and documentation for its the Board of Directors work and to allow the Board to make The Chairman’s role is to lead and manage President & CEO and Getinge Remuneration Committee committee in issues concerning succession informal contact. The attendance of well-founded decisions. The President & the Board’s work and to ensure that this is Executive Team Following written instructions, the planning and talent development. members at the Committee meetings are CEO presents reports at the Board’s conducted in an organized and efficient President & CEO Remuneration Committee’s duties include presented in the table on pages 69–70. meetings. The Group’s Finance Director manner. It involves ensuring that the Board The Board of Directors of Getinge has preparing questions concerning remunera- Remuneration Committee’s During the year, there was particular focus and Chief Financial Officer is also fulfills its responsibilities and monitors the delegated the ongoing management of tion principles and remuneration and other composition and work 2020 in the committee’s work on evaluating responsible for submitting reports at the development of the company, and ensuring Getinge AB and the overall management of employment terms and conditions for the In 2020, Getinge AB’s Remuneration guidelines for remuneration to senior Board meetings and the Group’s Head of that the Board continuously receives the Getinge’s operations to the President & CEO, CEO and other members of the Getinge Committee comprised Board members executives, the preparation of the new Corporate Legal serves as Secretary for the information required for the Board to including an authorization to make decisions Executive Team. The Committee also Johan Malmquist (Chairman), Carl Bennet, remuneration report and succession planing. Board, with the exception of instances perform its work while maintaining the or take control in all issues that are not prepares proposals to the Board on the Johan Stern, Barbro Fridén, Malin Persson, The 2020 guidelines for the remuneration to where there is a conflict of interest or same level of quality in accordance with exclusively under the authority of the Board guidelines for the remuneration to senior and Dan Frohm. Except for Johan Malmquist, senior executives are presented on pages where it is otherwise inappropriate for applicable regulations. The Chairman of the of Directors. The President & CEO heads up executives, which the Board submits for who in his capacity as former CEO is to be 74–75 of the Annual Report. The remunera- them to attend. Other senior executives Board does not participate in the opera- Getinge’s operations through the Getinge decision at General Meetings. In addition, considered to be dependent in relation to tion report was prepared by the Board and also participate when needed. tional management of the company. Carl Executive Team. the Committee follows and evaluates the company and executive management, will be laid before the Annual General The formal work plan also contains Bennet was re-elected Vice Chairman at the It is the President & CEO’s responsibility to ongoing and completed variable remunera- all other members of the Remuneration Meeting for resolution. The remuneration guidelines for the work within the Board Board’s statutory meeting in 2020. implement and ensure that the strategies, tion programs for the Getinge Executive Committee are independent in relation to report was prepared as a separate report but committees – for example, the committees’ business plans and operational objectives Team during the year and the application of the company and executive management. is included in the annual report document on assignments are established, the number Board of Directors’ evaluation of its work agreed on by the Board are carried out and the guidelines for remuneration to senior The Committee will, under normal pages 79–81. The Board of Directors of meetings to be held, the issues to be The Board carries out an annual evaluation that effective governance and control are executives resolved at the AGM and prepare circumstances, hold three meetings per year. proposes that the AGM adopt the new raised at the meetings and how the of its work for the purpose of evolving its maintained. The President & CEO is also the Board’s remuneration report. The Ahead of the 2021 AGM, the Committee held guidelines for the remuneration to senior committees are to report to the Board of methods and effectiveness. The evaluation responsible for presenting reports at Board Remuneration Committee is also a standing three minuted meetings and remained in executives as presented on pages 76–78. Directors. The Board of Directors has of the work in 2020 was, as in previous years, meetings and keeping the Board of Directors established a Remuneration Committee based on a survey. Additionally, the and its Chairman up to date on Getinge’s and an Audit committee. The Committees Chairman of the Board carried out individual financial position, development, risks and are to be viewed as executive committees interviews with the Board members. The opportunities. The President & CEO’s role, Audit Committee and continuously consults and confers Dan Frohm, who is not considered to be to the Board and do not assume the results and analysis of this has been areas of responsibility and authorizations are The Audit Committee follows written with the external auditors. Among the independent in relation to the company’s responsibility that lies with the Board as a reported to the Board and followed up on described in more detail in the instruction for instructions and its activities are to meet Audit committee’s tasks is to examine and largest shareholders. The composition of whole. (See more in the section below on with discussions and identification of focus the CEO and for financial reporting. the requirements of the Swedish Compa- monitor the consolidated financial the Committee is set up to meet the nies Act and the EU Audit Regulation. The statements and prepare the financial qualification criteria that is placed on Audit Committee is a standing committee reports that the company provides accounting or auditing expertise. MAIN FEATURES OF GETINGE’S CORPORATE GOVERNANCE MODEL in the contact between the Board and the externally as well as monitor the efficiency The Committee held six minuted auditors, and continuously reports on its of the company’s internal control, financial meetings in 2020, including informal • AGM, external auditor, work to the Board. risk management and internal audit. The contact when necessary. The Audit • Vision, mission, purpose, Nomination Committee The Committee’s tasks include assisting Committee also discusses the company’s Committee has continuously addressed all culture and brand values • Board of Directors, Remuneration the Nomination Committee with preparing significant financial risk exposure and mea- the issues that the Committee must • Strategic priorities Committee, Audit committee, proposals for resolutions by the General sures to be taken to limit, monitor and address in accordance with the formal • Corporate governance Internal Audit Meeting on election of auditors and fees to control such exposures with the company’s work plan. During the year, the committee framework • President & CEO audits, for which the Committee is to auditor and executive management. Under particularly focused on financing-related • Policy framework supported by the Executive monitor that the auditor’s mandate period the framework of this work, the Audit issues, development of internal control Guiding • Regulatory product Team and key Corporate Governing does not exceed applicable rules, procure Committee monitors the work of the Ethics and internal auditing, follow-up of specific principles and governance forums/bodies bodies the audit and present a recommendation & Compliance function, internal investiga- issues identified in conjunction with risk documents • Sustainability to the Nomination Committee in accor- tions and whistleblower cases. assessments, internal control and internal dance with the EU Audit Regulation. The Committee will, under normal auditing. The Audit Committee is also to publish circumstances, hold six meetings per The attendance of members at the guidelines on non-audit services provided calendar year. Committee meetings are presented in the table on pages 69–70. The company’s by the auditors and, in applicable cases, • Legal structure, Audit committee’s auditors participated in all meetings approve the provision of such services in governance of legal • Governance of operation- composition and work 2020 convened by the Audit committee. Jointly accordance with these guidelines. The entities al structures, such as: Audit Committee is also to examine and In 2020, Getinge AB’s Audit Committee with the auditors, the Committee dis- – Organization, roles and Governance of Operational governance monitor the independence of the auditors comprised Board members Johan Bygge cussed and established the scope of the responsibilities legal entities and pay particular attention to whether the (Chairman), Cecilia Daun Wennborg, Sofia audit. Additionally, the company’s internal – Strategic and tactical auditors provide other non-audit services Hasselberg and Dan Frohm. All members of auditors have participated in every annual cycle. and otherwise evaluate the auditing the Audit Committee were independent in meeting with the Committee to the extent – Group forum activities. relation to the company, executive to which has been deemed relevant. and escalation In addition, the Audit Committee is management and the company’s largest – Shared operational involved in planning the external audits shareholders, with the exception of platform

62 2020 ANNUAL REPORT 2020 ANNUAL REPORT 63 Annual Report Q Corporate Governance Report Corporate Governance Report Q Annual Report

Getinge Executive Team, other important Getinge Executive Team 2020 Getinge’s operating model Control), Corporate HR & Sustainability, Getinge guiding principles and Steering documents – framework forums and delegation At year-end 2020, Getinge Executive Team Getinge’s operating model, with a focus on Corporate Quality & Regulatory Compli- steering documents Code of Conduct – Responsible leadership Getinge’s President & CEO is supported by comprised ten individuals. During the year, decentralized decision-making and ance, Corporate Communications, Brand Guiding principles – provide guidelines for how we work at the Getinge Executive Team in conducting Anna Romberg was appointed EVP Legal, individual responsibility, provides guidance Management & Investor Relations, Getinge’s expression of its purpose, Getinge. It is summarized in six principles: Getinge’s operations. The Getinge Executive Compliance & Governance and member of for Getinge’s corporate governance. Corporate Legal, Compliance & Gover- mission, vision, goals, brand promise, (i) Always act with honesty, fairness and Team comprises the business area directors, the Getinge Executive Team. nance, M&A and strategy. The Corporate cultural core values as guiding principles integrity, (ii) Stand up and speak up when the global sales organization and some These people who are members of the Business areas functions are responsible for developing for its operations. The Board established something isn’t right, (iii) Act respectfully to heads of the Group-wide support functions. Getinge Executive Team are presented on Getinge’s operating activities comprise the policies, guidance, processes and struc- the general long-term strategy, which protect confidentiality, privacy and The Getinge Executive Team meets at pages 72–73 in the Annual Report. The business areas of Acute Care Therapies, tures for issues that apply to the specific provides the direction for the coming years, information, (iv) Take care of each other, (v) least six times a year to establish and Getinge Executive Team held six ordinary Life Science and Surgical Workflows. The Corporate function. The group functions are as well as annual operational and financial Take care of the world, and (vi) Act together follow up on strategic plans, business meetings in 2020 and remained in business areas are responsible for competence and support functions for targets. Read more about Getinge’s to protect our stakeholders. plans and results, major projects, ques- continuous contact between meetings. developing the portfolio offering and its coordination in a number of areas such as: strategy on pages 10–29 of the 2020 Annual The Code of Conduct is based on our tions and requests to be addressed by the The focus of the meetings was mainly the potential value for the customers. HR; Marketing & Communications; Quality Report. The strategy review process global policies. The Board of Directors has Board for decision, risks and coordination Group’s strategic and operational The business areas are responsible for (i) (QRC); Logistics; Business Services comprises an annual audit and review of adopted 14 global policies that contain of other issues of a strategic nature or performance, monitoring results and their own daily operations and respective (including shared services and IT); the strategy. In addition, the Board reviews binding rules and general guidance for Group-wide importance. In addition, a quality issues. During the year, the Getinge integrated financial results, (ii) developing Purchasing; Legal; Ethics, Compliance & the strategy for each of the business areas conduct within the Group. For each of the quality management audit is conducted Executive Team placed significant focus on their product portfolios and offerings, and Governance; and Financial Services. and the global sales organization once a policy documents, more detailed and twice a year, including a review of the the pandemic’s impact on the Group, (iii) their respective strategic agendas. In year. The financial plan is based on the guiding directives and guidelines are quality management system. monitoring of risks and opportunities, as addition to financial responsibility, each Governance of legal entities strategic initiatives. The President & CEO issued (where appropriate). In addition to The President & CEO delegates detailed well as efficiency measures and synergies. business area has full responsibility for Getinge comprises a large number of establishes the targets for the operations the above global policies on ethical roles and areas of responsibility to each The Getinge Executive Team followed the ensuring that the operations are conduct- separate legal entities throughout the based on decisions by and guidance from business conduct, there is a separate member of the Getinge Executive Team. developments in the Group and the ed in accordance with applicable laws and world. Each legal entity within Getinge the Board of Directors. Each of the quality and environmental policy issued by These individuals then structure their business environment very carefully and, rules, and for ensuring that quality and functions as part of an operational group, respective function’s goals is set on the the QRC organization, as well as Getinge’s respective management teams, relevant during some periods, held weekly consulta- regulatory requirements are met. and is organizationally affiliated with one of basis of the established overall objectives. sustainability agenda. The Code of decision and drafting bodies, as well as tion and information meetings. the business areas, the global sales The business areas, the global sales Conduct and all policy documents, delegated roles and responsibility in their Global sales organization organization or the Corporate functions. organization, Corporate functions and directives and guidelines are available on respective areas. Building blocks in the Getinge The operating activities are also organized Corporate governance relating to certain group functions hold regular the Group’s intranet and are published in a A requirement for effective corporate corporate governance model into a global and shared sales organization Getinge’s legal entities must be effective meetings for operational review with the database for steering documents that is governance and shared prioritization of Effective corporate governance is that aims to capitalize on synergies in sales. and designed to ensure compliance with Getinge Executive Team to follow up on available to all employees. The Code of initiatives and resources is good coopera- important because its creates an infra- The global sales organization has total applicable local laws, regulations, other developments and results, plans, risks Conduct is also publicly available at www. tion throughout the organization. structure that enables better quality in the responsibility for sales of Getinge’s legal requirements and intra-Group rules. and opportunities. In addition, monthly getinge.com/int/about-us/business-ethics/ Internally, Getinge has a constant need for decisions made by those who lead the solutions in the ten sales regions and devel- follow-ups of economic goals and code-of-conduct/. Most of the global policy coordination and interaction between the operations. Good quality and ethical ops operations based on needs and trends forecasts are carried out together with documents are also available on the above various functions and competencies in the decisions lead to sustainable operations in the market and among Getinge’s the business areas and the global sales external website. The policies are approved global organization. On this basis, several and enable the creation of long-term value customers. The global sales organization, organization in so-called monthly financial by the Board of Directors and revised at forums or meeting structures have been in a more effective manner. with a few exceptions, is responsible for the reviews. least every second year or as required. established to ensure acceptance and In addition to the corporate governance sales of each business area, and has total coordination. structure for Getinge AB described above, responsibility for conducting sales in the To assist the President & CEO and three primary building blocks can be various regions and for developing the SIX PRINCIPLES OF CODE OF CONDUCT members of the Getinge Executive Team in identified in Getinge’s corporate gover- operations in accordance with the market/ making well-founded decisions, a number nance model, as well as the formal customers’ needs and trends. The global of forums have been established, including: company bodies: (i) Getinge’s operating sales organization coordinates major The Insider Committee, Disclosure model, (ii) governance of legal entities and strategic decisions with the business areas. Committee, Ethics Committee, Sustainabil- (iii) guiding principles and steering Ultimately, the global sales organization ity Board, Governance, Risk & Compliance documents. Combined with the control of has overall responsibility for ensuring that Take care of each other Committee, Sponsor & Donations quality and regulatory compliance, as well sales are conducted in accordance with Always act with honesty, fairness Act respectfully to protect confidentiality, & integrity privacy and information Committee and the IT Board. as the sustainability plan, Getinge’s applicable legislation and rules in the sales

corporate governance model creates the regions, and for ensuring that quality and • Global Anti Bribery Corruption Policy • Global Purchasing Policy • People Policy conditions for meeting targets, monitoring regulatory demands are met in their • Global Anti-Trust & Fair Competition Policy • Global Intellectual Property Policy • Human Rights Policy and control, which supports the Board’s operations. • Trade Compliance Policy • Communication Policy • Global Data Protection Policy agenda. • Insider Policy Central support functions Centrally, Getinge has certain shared Getinge’s operating model Comprises an organizational structure, in which roles, areas of responsibility, governance and decision-making are clarified competence and support functions – orga- nized into Corporate functions and group functions. These functions are responsible Governance of legal entities Legal structure, governance of subsidiaries/legal entities with the for supporting and monitoring the Take care of the world Stand up and speak up when Act together to protect aim of compliance with legal and other regulatory requirements development of the organization. something isn’t right our stakeholders

Corporate functions provide control • Human Rights Policy • Human Rights Policy • Communication Policy Guiding principles Our vision and objective, objective description, cultural values, within Getinge in a number of areas at • Global Anti Bribery Corruption Policy • Speak up Line • Global Intellectual Property Policy and steering documents brand values, strategy, policies, directives that describe principles Corporate level: Corporate Finance • Sustainability Policy • Global Purchasing Policy and provide guidance on conduct (including Treasury, Tax and Corporate

64 2020 ANNUAL REPORT 2020 ANNUAL REPORT 65 Annual Report Q Corporate Governance Report Corporate Governance Report Q Annual Report

GETINGE’S RISK MANAGEMENT FRAMEWORK APPLIED THROUGH THREE LINES MODEL risk exposure. However, these are the six directly to the EVP Legal, Compliance & Information and communication risks that have been deemed to be most Governance. The internal investigation The Group has information and communi- relevant for the Group to actively manage. processes are monitored through quarterly cation procedures to promote complete- Business processes and initiatives Three lines In 2020, Getinge continued its efforts to reports to the Ethics Committee of the ness and accuracy in the financial (Independent risk evaluation of financial statements) Getinge Executive Team / Board of Directors / Audit Risk owners and Risk monitoring Independent risk strengthen risk identification, preventive Getinge Executive Team. reporting. Steering documents and work enablers evaluation ERM measures and management through descriptions are available on the company’s • Own and manage risk • The Getinge Executive Internal audit internal audit. Internal control intranet. Information regarding the in each area of respon- Team performs an annual • Provision of indepen- Description efficiency of the internal controls in the

sibility Second line of responsibility assessment of primary risks dent evaluation of Third line of responsibility Internal audit At Getinge, internal control over the Group is regularly reported to the relevant First line of responsibility • Identify, evaluate and control environment • The business areas and The purpose of the internal audit within financial reporting is an integral part of financial manager for the sales organiza- manage business-criti- global sales organization • Assessment of internal Risk appetite cal risks have processes for risk risks External audit Getinge is to provide independent corporate governance. It comprises tion and the business areas, as well as to Committee Strategy Strategy

Risks • Perform controls and assessment and managing • Reporting to Audit evaluation of operational governance in processes and methods to safeguard the the internal control function, the finance these risks ensure that the right ac- Committee selected areas, with a focus on effective- Group’s assets and accuracy in the financial function, the Getinge Executive Team and tivities are implemented Corporate functions • Continuous monitoring ness and risk management. The annual reporting, and in this manner, protects the the Audit committee. • Ensure that activities • Follow up internal and and reporting of risk are implemented to external risks in each evaluations internal audit plan is based on the shareholders’ investment in the company.

manage risks within specialist area company’s thorough risk analysis and Follow-up and monitoring acceptable limits • Define and implement poli- function-specific and industry-related risk Control environment Each financial manager and the Getinge cies including training, etc. assessments. Internal audits are conduct- The basis of the internal control over the Executive Team perform monthly analyses • Providing support to the ed for individual units and company-wide financial reporting comprises the control of the financial reporting at a detailed level. first line • Aggregated monitoring and processes and within thematic areas. Each environment, including the organization, The Audit Committee follows up the analysis of risk exposure year, priority is assigned to six to eight decision-making channels, authorities and financial reporting at its meetings and the units, processes or themes for auditing, in the responsibilities that are documented company’s auditors report on their which a number of improvement areas are and communicated in steering documents. observations and provide recommenda- identified and graded based on their The Audit committee’s responsibilities tions. The Board receives financial reports potential business impact. For all observa- include monitoring the effectiveness of the on a monthly basis and the company’s tions, an action plan is prepared in company’s internal control, financial financial position is discussed at every Directives are decided by the CEO or the determining the areas to be subject to By conducting quantitative and collaboration with each business owner. reporting and risk management. Each Board meeting. The efficiency of the Getinge Executive Team member responsi- internal audit. qualitative risk analyses based on the The internal audit function then follows up, business area and the sales organization internal control activities for the financial ble for the area after being accepted by the The three business areas and the sales offering and operations, Getinge can together with the business owner, to are responsible for continuous transaction reporting is followed up by the internal entire Getinge Executive Team. organization are owners of the risk in their identify the key risks that could threaten ensure that each observation is closed management and accounting, while control function in the Group every year Getinge’s Corporate Governance Policy respective areas and, accordingly, have the achievement of business and financial within the defined time frame. Getinge’s Shared Service Center in Krakow, and this comprises an assessment of the comprises the Group-wide frameworks and their own risk-management structures in targets. In addition, several units in EY (Ernst and Young Global Limited) is Poland, executes on behalf of the business formulation and operative function of key principles for operational governance, their respective operations. Corporate each business area and in the sales Getinge’s partner in internal auditing. areas and the sales organization to a control elements that have been identified governance of legal entities, and guiding functions assist the business areas and organization are analyzed to gain a more Getinge established an internal audit certain extent. Each business area and the and documented. principles and steering documents. sales organization in managing risks in a detailed understanding of the actual directive in 2020. sales organization has a financial manager, The purpose of the policy is to clarify number of areas by providing governance. application of the existing rules and who is responsible for the financial control Self-assessment and validation Getinge’s corporate governance model, The group functions are responsible for regulations. Accordingly, measures to Ethics & Compliance and for ensuring that the financial Getinge has worked for several years with a roles and areas of responsibility, as well as supporting and coordinating the develop- minimize identified risks are formulated The Ethics & Compliance function is a statements are accurate, complete and formalized process for the follow-up and the system for decision-making that ment of the organization and driving centrally within the Group. global function headed by the VP Ethics & submitted in good time prior to consolidat- evaluation of the documentation of key applies within the Group. The policy is synergies in their respective areas. In 2020, Getinge improved its risk Compliance. Every regional Ethics & ed reporting. control elements. The internal control supplemented by more detailed guidance A number of established forums that awareness and worked to more efficiently Compliance head is independent of the framework was gradually reviewed and in directives and guidelines. focus on risks of a particular nature manage identified risks. The Getinge local management team and reports Control activities updated in 2016–2018, and has since been conduct regular evaluations and monitor- Executive Team identified six priority risk directly to the VP Ethics & Compliance. The The most material risks identified relating regularly reviewed based on the results of, Framework for risk management, ing to ensure correct coordination and areas in the Group-wide analysis per- VP Ethics & Compliance reports to the EVP to financial reporting are handled by the for example, self-assessments and auditing internal steering and control management from a Group perspective. formed in 2020: Legal, Compliance & Governance, but company’s control activities. For example, activities. This work took the form of Getinge has a risk management framework The above risk signaling system is • New competitors and new technology serves as an independent body to ensure there are automated controls in IT-based self-assessments and validation of the that could affect the fulfillment of the supplemented by the Ethics & Compliance • External shocks, such as geopolitical that suspicions that rules are not being systems that manage authority levels and self-assessments. The validations are Getinge’s targets and strategies. This function, which conducts risk assessments risks, natural disasters, terrorism, pan- managed appropriately are reported to the rights to authorization, as well as key performed by each financial manager or the framework entails, for example, that the and internal investigations. The Ethics & demics, etc. Board. At each quarterly meeting with the control elements, such as duality in the person in the sales organization or the Getinge Executive Team conducts an Compliance function is independent and • Profitability dependent on certain prod- Board’s Audit committee, the EVP Legal, day-to-day recording of transactions and business area to whom the manager has annual evaluation of the Group’s largest reports to the Board. The Audit Committee ucts and markets Compliance & Governance presents the closing entries. Detailed financial analyses delegated this task, supported by the risks and their effect on Getinge’s opera- monitors the work of the Ethics & • Product quality from a customer per- progress of the risk-base compliance of results and follow-ups against plan and central internal control function. tions, and decides on risk-management Compliance function under the framework spective program and reports on any incidents and forecasts supplement the operation-specif- The purpose of self-assessment is to measures. This work is continuously of its mandate. The risk signaling system is • Laws and regulations mainly on business the status of ongoing investigations. The ic controls and provide overall confirmation proactively identify any weaknesses monitored by the Getinge Executive Team also supplemented by the Group’s ethics Audit Committee regularly monitors any of the quality of the financial reporting. The in the internal control environment, jointly during the year. whistleblowing system and Speak Up, as • Digitization and innovation matters that may require additional focus, Group follows standardized templates and develop improvement measures, but also The Getinge Executive Team’s risk well as the Group’s internal control as instructed by the Board. Getinge has an models to document controls. ensure the maintenance of the achieved evaluation is reported to the Board of function and internal audit (see more It is important to state that these six risks do independent department for internal good internal control environment. Directors and comprises a key parameter in below). not form a complete overview of the Group’s investigations and supervision that reports

66 2020 ANNUAL REPORT 2020 ANNUAL REPORT 67 Annual Report Q Corporate Governance Report Board of Directors Q Annual Report

Another purpose is to enhance the External auditor efficiency of the local control activities in Getinge AB’s auditors are elected at the Board of Directors companies by identifying shared work AGM. The auditors will review the Annual methods and transferring knowledge report, financial statements and the between the companies to raise the consolidated financial statements as well general quality of the control environment. as the management by the Board and CEO In 2020, more than half of the active in accordance with generally accepted companies, jointly totaling just over 85% of auditing standards. After every fiscal year the sales in the Group, conducted a an auditor’s report is presented to the self-assessment. In conjunction with the Parent Company and a Group auditor’s standard audits, the auditors conducted an report is presented to the General Meeting. Name Johan Malmquist Carl Bennet Johan Bygge Cecilia Daun Wennborg Barbro Fridén in-depth validation of the internal control The auditors also review Getinge’s Function Board member elected Board member elected by Board member elected by Board member elected Board member elected by environment. Both the self-assessment nine-month report. The Auditor in Charge by AGM, Chairman of the AGM, Vice Chairman of AGM, Chairman of Audit by AGM, Member of the AGM, Member of the Re- and the auditors’ evaluation encompass and co-auditor participate in all of the Audit Board, Chairman of Re- the Board, Member of Re- committee Audit committee muneration Committee nine processes: corporate governance Committee’s meetings and report to the muneration Committee muneration Committee (such as assignment of authority for committee and Board of Directors on their Year of birth 1961 1951 1956 1963 1956

financial IT systems and implementation of audit. Education B.Sc. (Business Adminis- B.Sc. (Business Admin- B.Sc. (Business Adminis- M.Sc. (Business Admin- Licensed physician, M.D. policies), financial reporting, production tration) istration), med. Dr. h.c., tration) istration) and inventories, tangible and intangible External auditors in 2020 tech.Dr. h.c. assets, sourcing of and revenues from At the 2020 AGM, the registered account- Nationality / Elected Swedish/2016 Swedish/1989 Swedish/2007 Swedish/2010 Swedish/2017 products and services, salary and ing firm Öhrlings PricewaterhouseCoopers Board assignments Chairman of Arjo AB. Chairman of the Board of Chairman of Nobina AB, Board member of Board member of compa- remuneration procedures and tax AB was elected auditor. Öhrlings Pricewa- Board member of Elekta Elanders AB and Lifco AB. Board member of Baltic companies including ICA nies including Apoteket management. During the past year, the terhouseCoopers AB has been the AB (publ.), Mölnlycke Vice Chairman of Arjo AB, Deep Water Life, Board Gruppen AB, Loomis AB, AB, Life Clean AB, Sophia- Health Care AB, the Board member of Holmen member of Lantmännen, Bravida Holding AB, Hoist hemmet, SciBase AB self-assessment form and process were company’s appointed auditing firm since Dunker Foundations, AB and L E Lundbergföre- Board member of the Finance AB, Oncopep- and Swedish Sea Rescue digitalized. 2008. The auditor in charge is the autho- Stena Adactum AB, Trel- tagen AB. Third Swedish National tides AB, Atvexa AB and Society. rized public accountant Johan Rippe. The leborg AB and Chalmers Pension Fund. member of Swedish University of Technology Securities Council. Outcome 2020 co-auditor is the authorized public Foundation. The follow-up of the internal control in 2020 accountant Tomas Hilmarsson. Professional expe- President and CEO of CEO and Chairman of Former Chairman of Former Vice President Consultant and Advisor. indicated that documentation and control The current mandate period expires at rience, previous as- Getinge 1997–2015. Carl Bennet AB. Former PSM International China, of Ambea AB, President Former Board member activities over the financial reporting were, the 2021 AGM. In addition to standard signments and other Former Business Area President and CEO of Chairman of EQT Asia Pa- of Carema Vård och of companies including in all material respects, established at the audit assignments, Öhrlings Pricewater- information Director within Getinge, Getinge. Chairman of cific, COO of EQT, Board Omsorg AB, acting CEO Vitrolife AB and Helsa AB validated companies. houseCoopers AB provides advisory President of Getinge’s Getinge’s Board of Direc- member of Anticimex and of Skandiabanken, Head and in senior positions French subsidiary, Presi- tors 1997–2019. I-Med Ltd, CFO of Inves- of Swedish Operations at in healthcare such as services and performs investigations. Such dent of subsidiaries in the tor AB, Executive Vice Skandia and CEO of Skan- CEO for Sheikh Khalifa Follow-on work assignments take place in accordance with Electrolux Group. President of Electrolux dia Link. Board member Medical City, United Arab In 2021, the internal control function will the regulations determined by the Audit and CFO of Electrolux. of Sophiahemmet. Emirates and Hospital Manager of Sahlgrenska continue its work to improve the internal Committee for approval of the nature and University Hospital. control environment through the further scope of the services and the fees for such Attendance at development of the framework and work services. The performed assignments are meetings method, and by further clarifying roles and not deemed to have given rise to a conflict Board meetings 15/15 15/15 15/15 15/15 14/15 responsibilities. The digitization of the of interest. Details about the amounts of self-assessment will continue by including remuneration paid to auditors are Remuneration Com- 3/3 3/3 – – 3/3 mittee more companies in the system. The presented in Note 5 of the Annual Report. outcome from the year’s validation and Audit committee – – 6/6 6/6 – evaluation, and from the various company Independence1) audits, will be used as a basis for the contin- Dependent/inde- Dependent in relation Dependent in relation Independent in relation to Independent in relation Independent in relation uous improvement work on internal control pendent in relation to the company and to major shareholders, the company, executive to the company, exec- to the company, exec- to Getinge and its executive management, owner and Chairman management and major utive management and utive management and via financial reporting. management and former President and of Getinge’s principal shareholders. major shareholders. major shareholders. in relation to major CEO of Getinge. Indepen- owner Carl Bennet AB. shareholders dent in relation to major Independent in relation shareholders. to Getinge and its man- agement.

Remuneration and holdings

Total remuneration in 1,555 of which 130 is re- 707 of which 97 is related 880 of which 270 is relat- 745 of which 135 is related 707 of which 97 is related 2020, KSEK lated to the remuneration to the remuneration ed to the audit committee to the audit committee to the remuneration committee committee committee

Holdings in Getinge Shareholding (own and Shareholding (own and Shareholding (own and Shareholding (own and Shareholding (own and AB (own and related related parties): 90,000 related parties): Holds related parties): 12,200 related parties): 4,500 related parties): 1,770 parties2)) Class B shares. 18,217,200 Class A shares Class B shares. Class B shares. Class B shares. Synthetic options: and 36,332,969 Class B Synthetic options: Synthetic options: Synthetic options: 144,927 (Class B shares). shares. 144,927 (Class B shares). 144,927 (Class B shares). 72,463 (Class B shares).

1) See the composition of the Board on page 59. 68 2020 ANNUAL REPORT 2) See definition of related parties on page 71. 2020 ANNUAL REPORT 69 Annual Report Q Board of Directors Executive Team Q Annual Report

Board of Directors, cont.

Name Dan Frohm Sofia Hasselberg Mattias Perjos Malin Persson Johan Stern Name Rickard Karlsson Åke Larsson4) Fredrik Brattborn5) Peter Jörmalm3) Function Board member elected Board member elected Board member elected by Board member elected by Board member elected by Function Regular Board member Regular Board member Deputy appointed by Deputy appointed by by AGM, Member of the by AGM, Member of the AGM, President & CEO AGM, Member of the Re- AGM, Member of the Re- appointed by employee appointed by employee employee organization employee organization Audit Committee and Re- Audit committee muneration Committee muneration Committee organization organization muneration Committee Year of birth 1970 1966 1976 1959 Year of birth 1981 1983 1972 1968 1951 Education M.Sc. (Industrial Engi- Education M.Sc. (Industrial M.D. M.Sc. (Industrial M.Sc. (Industrial Engi- B.Sc. (Business Adminis- neering & Management) Engineering and Manage- Engineering and Manage- neering & Management) tration) Nationality / Elected Swedish/2013 Swedish/2014 Swedish/2020 Swedish/2012 ment). ment). Board assignments Nationality / Elected Swedish/2017 Swedish/2017 Swedish/2017 Swedish/2014 Swedish/2004 Professional expe- Assembly at Getinge Research & Development Workshop technician, Materials Planner, Supply Board assignments Board member of Arjo AB, Board member of Clinic Board member of compa- Chairman of Healthinvest rience, previous as- Sterilization AB. As- at Maquet Critical Care Manufacturing at Getinge Chain department at Carl Bennet AB, Elanders Friends AB. nies including Hexpol AB Partners AB, Rolling signments and other signments on Getinge’s AB. Assignments on Disinfection AB. Getinge Sterilization. AB, Lifco AB and Swed- and Peab AB. Optics AB, Fädrift Invest information Board: Regular Board Getinge’s Board: Regular Assignments on Getinge’s ish-American Chamber of AB, Skanör Falsterbo member since 2014. Board member 2016–2018 Board: Regular Board Commerce, Inc. Kallbadhus AB and Harry Deputy 2013–2014. and from 2020. Deputy member 2014–2016 and Cullberg’s Fund Founda- 2014–2016 and 2018–2020 2018-2020. Deputy 2012- tion. Board member of 2014, 2016-2018 and from Carl Bennet AB, Elanders 2020. AB, Lifco AB, RP Ventures AB and Estea AB. Attendance at meetings Professional expe- CEO of DF Advisory LLC. Former Director of President and CEO and owner of Accu- Previously active within rience, previous as- Former management Marketing and Digital CEO of Getinge. Former racy AB. Former CEO of SEB’s operations in Swe- Board meetings 15/15 15/15 8/8 14/15 signments and other consultant at Applied Operations Lead at MSD CEO of Coesia Industrial the Chalmers University den and the US. Remuneration Com- – – – – information Value LLC in New York. Sweden. Vast experience Process Solutions (IPS) of Technology mittee as a senior adviser, provid- and head of Coesia Inter- Foundation, many years’ ing strategic, operational national. Senior positions experience in major Audit committee – – – – and organizational advice at FlexLink AB including Swedish industrial enter- Independence1) to players across the full the role of CEO. prises such as the Volvo health care value chain. Group. Dependent/inde- – – – – Former management pendent in relation consultant at McKinsey to Getinge and its & Company, and doctor management and at Karolinska University in relation to major Hospital. shareholders

Attendance at Remuneration and meetings holdings

Board meetings 15/15 15/15 15/15 15/15 14/15 Total remuneration in – – – – 2020, KSEK Remuneration 3/3 – – 3/3 3/3 Committee Holdings in Getinge Holds no shares. Holds no shares. Holds no shares. Holds no shares. AB (own and related Audit committee 6/6 6/6 – – – parties2)) Independence1) Former deputy Marie Grehagen Hedberg passed away in February 2020. Dependent/inde- Dependent in relation Independent in relation Dependent in relation Independent in relation Dependent in relation pendent in relation to major sharehold- to the company, exec- to the company and to the company, exec- to major sharehold- to Getinge and its ers, Board member utive management and executive management in utive management and ers, Board member Definition of related parties, linked to shareholdings: Related parties are management and of Getinge’s principal major shareholders. capacity as President and major shareholders. of Getinge’s principal legal entities directly or indirectly controlled by the Board member or CEO in relation to major owner Carl Bennet AB. CEO of Getinge. Indepen- owner Carl Bennet AB. or by his or her related parties. In the case of natural persons related, the shareholders Independent in relation dent in relation to major Independent in relation spouse/cohabiting partner, children under custody and other relatives to Getinge and its man- shareholders to Getinge and its man- with whom households have been shared for at least one year are covered. agement agement

Remuneration and holdings

Total remuneration in 842 of which of which 97 745 of which 135 is related – 707 of which 97 is related 707 of which 97 is related 2020, KSEK is related to the remuner- to the audit committee to the remuneration to the remuneration ation committee and 135 committee committee to the audit committee

Holdings in Getinge Shareholding (own and Holds no shares. Shareholding (own and Shareholding (own and Shareholding (own and AB (own and related related parties): 149,510 related parties): 60,000 related parties): 3,284 related parties): 37,004 2) parties ) Class B shares. Class B shares Class B shares. Class B shares. 1) See also the composition of the Board on page 59. Synthetic options: Synthetic options: Synthetic options: Synthetic options: 2) See also the definition of related parties above. 3) Became deputy appointed by employee organization on June 26, 2020, prior to that elected regular Board member. 144,927 (Class B shares). 579,710 (Class B shares). 144,927 (Class B shares). 144,927 (Class B shares). 4) Became regular Board member appointed by employee organization on June 26, 2020, prior to that elected deputy. 5) Became deputy appointed on June 26, 2020. 2020 ANNUAL REPORT 1) See the composition of the Board on page 59. 2020 ANNUAL REPORT 70 2) See definition of related parties on page 71. 71 Annual Report Q Executive Team Executive Team Q Annual Report

Getinge Executive Team

Mattias Perjos (1972) Harald Castler (1957) President & CEO President Life Science M.Sc. (Industrial Engineering and Management). M.Sc. (Chemical Engineering) Swedish citizen Swedish citizen Employed at Getinge since 2017 Employed at Getinge since 1988 Shareholdings (own and related parties): 60,000 Class B shares Shareholdings (own and related parties): 15,000 Class B shares Synthetic options: 579,710, attributable to Class B shares Synthetic options: 217,391 Class B shares Previous experience: Senior positions at Coesia 2012–2017, including CEO of Coesia Previous experience: Leading positions in Getinge for more than 30 years, including IPS Division and Coesia International. CEO of Flexlink 2006–2016 where he started his Sales and Marketing director for Infection Control and President for Getinge Interna- career in 1998 and, including serving as business area manager 2003–2006. tional.

Lars Sandström (1972) Lena Hagman (1965) Chief Financial Officer Executive Vice President Quality Regulatory Compliance M.Sc. (Business Administration) B.Sc. (Chemistry and Textile Engineering) Swedish citizen Swedish citizen Employed at Getinge since 2017 Employed at Getinge since 2010 Shareholdings (own and related parties): 13,159 Class B shares Shareholdings (own and related parties): 3,656 Class B shares Synthetic options: 289,855 Class B shares Synthetic options: 217,391 Class B shares Previous experience: Most recently as Senior Vice President Group reporting, Tax & Previous experience: Until year-end 2015, Lena Hagman was Senior Vice President, Control in the Volvo Group (2015-2017). Several senior positions within Scania such Group Quality & Regulatory Compliance for Getinge. Lena has a broad background as Vice President Financial Services, Head of Group Financial reporting and Head of from the field of quality and her experience includes working at companies including Group Reporting and Control. Between 2010– 2012 CFO Orphan Biovitrum AB. Capio, Neoventa Medical AB and Mölnlycke Healthcare.

Carsten Blecker (1966) Jeanette Hedén Carlsson (1966) Chief Commercial Officer Executive Vice President Communications & Brand Management PhD (Dentistry), Doctorate (Business Administration) B.Sc. (Business Administration) German citizen. Swedish citizen Employed at Getinge since 2014 Employed at Getinge since 2017 Shareholdings (own and related parties): 1,000 Class B shares Shareholdings (own and related parties): 2,800 Class B shares Synthetic options: 144,927 Class B shares Synthetic options: 144,927 Class B shares Previous experience: President EMEA in Medical Systems and President Middle East & Previous experience: Leading management positions within Communication and Mar- Africa for Getinge. Carsten Blecker’s previous experience includes positions at Biomet, keting in the Volvo Group and Volvo Car Group. Previous assignment held was as Senior McKinsey & Company, Kimberly-Clark, Medtronic and Palex Medical. Vice President Brand & Communication Volvo Trucks, with responsibility for global marketing, brand management, media relations and internal communication.

Jens Viebke (1967) Magnus Lundbäck (1969) President Acute Care Therapies Executive Vice President Human Resources & Sustainability Executive MBA, PhD (Polymer Technology) and M.Sc. (Chemical Engineering). PhD (Strategy and Organization) and Licentiate of Science Swedish citizen Swedish citizen Employed at Getinge since 2010 Employed at Getinge since 2017 Shareholdings (own and related parties): 1,100 Class B shares Shareholdings (own and related parties): 1,000 Class B shares Synthetic options: 217,391 Class B shares Synthetic options: 217,391 Class B shares Previous experience: Jens Viebke served as Chief Technology Officer of Acute Care Previous experience: SVP Human Resources & Sustainability at Gunnebo Group. He Therapies at Getinge until June 2016. He had previously held positions at GE Health- has previously served as Executive Vice President Human Resources and Sustainability care Life Sciences. at Getinge and as Vice President of Human Resources at Volvo Car Corporation.

Stéphane Le Roy (1977) Anna Romberg (1979) President Surgical Workflows Executive Vice President Legal, Compliance & Governance Masters Degree in Industrial Engineering from the Ecole Nationale des Ponts et Chaussées, France PhD (Corporate Governance and Compliance) and M.Sc. in Economics and Business French citizen Administration Employed at Getinge since 2012 Finnish citizen Shareholdings (own and related parties): 2,500 Class B shares Employed at Getinge since 2020 Synthetic options: Holds no synthetic options. Shareholdings (own and related parties): 4,500 Class B shares. Previous experience: Stéphane Le Roy most recently served as the Regional President of South West Synthetic options: Holds no synthetic options. Europe within Getinge’s global sales organization. Stéphane joined Getinge in 2012 as country manag- Previous experience: Anna Romberg has served as VP Ethics and Compliance for er for Infection Control in France. Between 2006 and 2012 he was business unit manager for CT Scan- Cargotec Oyj, and in various governance and compliance roles at Telia Company AB. She has ners for Siemens Healthcare in France. Before that, he held several product management positions also supported numerous global companies, with regards to ethics and compliance matters, and supply chain assignments within the field of medical imaging at GE Healthcare. on a consultancy basis. She is one of the founders of the Nordic Business Ethics Initiative.

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