Report on the Work of the Nomination Committee and Proposal for Election of Board Members Etc
Report on the work of the Nomination Committee and proposal for election of board members etc. before the Annual Meeting 2008
The Annual General Meeting 2007 resolved that ASSA ABLOY AB’s Nomination Committee shall consist of four members. The Meeting elected as members of the Nomination Committee in respect of the Annual General Meeting 2008 Gustaf Douglas and Melker Schörling as representatives of the largest shareholders of the company by votes (representing an aggregate of approximately 13.4 per cent of the share capital and 41.2 per cent of the votes), Björn Lind as representative of SEB fonder (representing approximately 2.2 per cent of the share capital and 1.5 per cent of the votes) and Marianne Nilsson as representative of Swedbank Robur (representing approximately 5.1 per cent of the share capital and 3.5 per cent of the votes). The Meeting elected Melker Schörling Chairman of the Nomination Committee.
According to the resolution of the Meeting, the Nomination Committee was assigned to prepare the election of Chairman and other members of the Board of Directors, election of Chairman of the Annual General Meeting, questions of fees and associated matters to be dealt with at the Annual General Meeting 2008.
Prior to the Annual General Meeting 2008, the Nomination Committee has held a number of meetings and had a number of contacts by telephone. All members of the Nomination Committee participated in the meetings. As basis of its proposals to the Annual General Meeting 2008, the Nomination Committee has considered whether the present Board of Directors is appropriately composed and whether it complies with the requirements in respect of the company’s present situation and future direction. On the assessment thereof, the Nomination Committee has inter alia studied the result of the evaluation of the Board’s work performed under the direction of the Chairman of the Nomination Committee.
Further, the Nomination Committee has evaluated the fees to the Board and the remuneration for committee work and has come to the conclusion that fees shall be paid by SEK 900,000 to the Chairman and SEK 450,000 to each of the other members who are not employed by the company. The remuneration to each committee member shall remain unchanged compared to previous years. The Nomination Committee has not engaged any advisers for the performance of its assignment.
The evaluation and considerations made by the Nomination Committee have lead to the Nomination Committee proposing the Annual General Meeting 2008 to resolve as follows:
- The number of board members shall be nine (9). - Re-election of the board members Gustaf Douglas, Carl Douglas, Johan Molin and Sven-Christer Nilsson. Melker Schörling, Carl-Henric Svanberg, Per-Olof Eriksson and Lotta Lundén have declined re-election. - New election of Birgitta Klasén, Eva Lindqvist, Jorma Halonen, Lars Renström and Ulrik Svensson as board members. - Re-election of Gustaf Douglas as Chairman of the Board. - Fees to the Board shall be paid by a total amount of SEK 4,050,000 (remuneration for committee work not included) to be distributed among the members as follows; SEK 900,000 to the Chairman and SEK 450,000 to each of the board members who are not employed by the company. As remuneration for committee work the Chairman of the Audit Committee shall receive SEK 200,000, the Chairman of the Remuneration Committee SEK 100,000, a member of the Audit LEGAL#3170689v2 LEGAL#3170689v2
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Committee SEK 100,000 and a member of the Remuneration Committee SEK 50,000.
Presentation of ASSA ABLOY AB’s Nomination Committee’s proposal for the election of board members:
Gustaf Douglas, Chairman Board member of ASSA ABLOY AB since 1994 Born 1938 MBA, Harvard Business School Principal owner of Investment AB Latour and SäkI AB. Self-employed since 1980 Other appointments: Chairman of Investment AB Latour and SäkI AB and Vice Chairman of Securitas AB. Board member of Securitas Direct AB, Stiftelsen Svenska Dagbladet and the Swedish Conservative Party Shareholdings (including family and through companies): 6,746,425 Series A shares and 19,450,000 Series B shares through Investment AB Latour, 7,118,818 Series A shares and 2,300,000 Series B shares through SäkI AB.
Carl Douglas Board member of ASSA ABLOY AB since 2004 Born 1965 BA (Bachelor of Arts) Self-employed Other appointments: Board member of Securitas AB, Securitas Systems AB, Swegon AB and SäkI AB Shareholdings (including family and through companies): -
Johan Molin Board member of ASSA ABLOY AB since 2006 Born 1959 Bachelor of Science in Economics President and CEO of ASSA ABLOY AB since 2005. CEO of Nilfisk-Advance 2001–2005. Various positions mainly in finance and marketing, later head of division in the Atlas Copco Group 1983-2001 Other appointments: Board member of AB Electrolux Shareholdings (including family and through companies): 500,000 Series B shares and Incentive 2006 and Incentive 2007, at full conversion, corresponding to 440,000 Series B shares.
Sven-Christer Nilsson Board member of ASSA ABLOY AB since 2001 Born 1944 Bachelor of Science President and CEO of Telefonaktiebolaget LM Ericsson 1998-1999, various positions mainly in marketing and management in the Ericsson Group 1982-1997 Other appointments: Chairman of the National Swedish Public Service Broadcasting Foundation (Sveriges Radio AB, Sveriges Television AB and Sveriges Utbildningsradio AB) and Swedish ICT Research AB. Board member of CEVA, Inc. and Tilgin AB Shareholdings (including family and through companies): 2,500 Series B shares.
Birgitta Klasén Proposed Board member of ASSA ABLOY AB LEGAL#3170689v2 LEGAL#3170689v2
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Born 1949 Master of Engineering Senior IT Advisor. Chief Information Officer (CIO) and head of Information Management at EADS 2004–2005 (European Aeronautics Defence and Space company). Senior IT Advisor 2002–2003. CIO and Senior Vice President of Pharmacia 1996–2001 and before that CIO of Telia. Held various positions within IBM 1976– 1994. Other appointments: Board member of Telelogic AB, OMX AB and BISNODE. Shareholdings (including family and through companies): 3,000 Series B shares.
Eva Lindqvist Proposed Board member of ASSA ABLOY AB Born 1958 Master of Business Administration and Master of Engineering Senior Vice President within Mobile Business at TeliaSonera AB 2006-2007, various positions within the Ericsson Group 1981–1999. Before that she held several executive positions within Telia Sonera AB, inter alia President and Head of Business Operation International Carrier. Other appointments: Chairman of Elfa AB and Xelerated AB and Board member of Schibstedt, Securitas Systems, V&S Group, Trolltech ASA, Transmode AB and Nordia Innovation AB. Member of the Royal Swedish Academy of Engineering Sciences (IVA). Shareholdings (including family and through companies): -
Jorma Halonen Proposed Board member of ASSA ABLOY AB Born 1948 Master of Business Administration Previously Vice President of AB Volvo and Deputy Group Chief Executive of the Volvo Group since 2004. President of Volvo Lastvagnar 2001-2004. Jorma Halonen previously held several executive positions within Scania, inter alia President of Saab- Scania (1990-1996), Vice President (1996-1998) and President (1996-2001) of Scania Latin America. He has previously held executive positions within the telecommunications and the computer communications industries (1972-1990). Other appointments: - Shareholdings (including family and through companies): -
Lars Renström Proposed Board member of ASSA ABLOY AB Born 1951 Master of Engineering and Master of Business Administration President and Group Chief Executive of Alfa Laval AB since 2004. President and Group Chief Executive of Seco Tools AB 2000-2004. President and head of division of Atlas Copco Rock Drilling Tools 1997-2000. He has previously held several executive positions within ABB and Ericsson. Other appointments: Board member of Alfa Laval AB. Shareholdings (including family and through companies): 5,000 Series B shares.
Ulrik Svensson Proposed Board member of ASSA ABLOY AB Born 1961 Master of Business Administration LEGAL#3170689v2 LEGAL#3170689v2
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President of Melker Schörling AB. Chief Financial Officer of Swiss International Airlines Ltd. 2003-2006, Chief Financial Officer of Esselte AB 2000 – 2003 and head of the financial department/Chief Financial Officer of the foreign telecom ventures of the Stenbeck Group 1992-2000. Other appointments: Board member of Loomis Cash Handling, Securitas Direct, Securitas Systems and AarhusKarlshamn AB. Shareholdings (including family and through companies): 3,000 Series B shares.
Independence of the Board
Name Independent in Independent in relation to the relation to the company and its company’s management major shareholders Gustaf Douglas No1 -
Carl Douglas Yes No
Johan Molin No -
Sven-Christer Nilsson Yes Yes
Birgitta Klasén Yes Yes
Eva Lindqvist Yes Yes
Jorma Halonen Yes Yes
Lars Renström Yes Yes
Ulrik Svensson Yes No
According to the Swedish Code of Corporate Governance (the ”Code”), the majority of the Board members elected by the annual general meeting are to be independent of the company and its management, and at least two Board members shall also be independent of the company’s major shareholders.
The Board of ASSA ABLOY complies with the Code’s requirements for independence since a larger number than the majority of the Board members elected by the annual general meeting is independent of the company and its management, and more than two Board members are independent of the company’s major shareholders.
1 Gustav Douglas does not comply with the rule of the Code as regards independence due to the so-called 12 year rule, i.e. he has been a board member of ASSA ABLOY for more than 12 years. LEGAL#3170689v2 LEGAL#3170689v2