ADMINISTRATION REPORT | Corporate Governance

Corporate governance report

Introduction

Getinge is a global company with operations Corporate governance at Getinge is aimed at toward the Group’s business objectives crea- in 40 countries and proprietary production in ensuring the continued strong development tes the speed and flexibility in the decision- 11 countries. The pace of change and growth of the company and, consequently, that the making process that can so often be decisive since the stock-market listing has been high. Group fulfills its obligations to shareholders, to success. customers, employees, suppliers, creditors The Group’s customer offering has been con- and society. Getinge’s organization is designed to be tinuously expanded with new products and able to react promptly to market changes. operational areas. The Group’s customers Getinge’s corporate governance and internal Accordingly, operational decisions are taken are found in the healthcare, elderly care and regulations are consistently geared toward at the company or business area level, while life science area, and the Group’s products business objectives and strategies. The overriding decisions concerning strategy and are often pivotal to the quality and efficiency Group’s risks are well-analyzed and risk direction are made by Getinge’s Board and of customers’ businesses. Accordingly, con- management is integrated in the work of the Group management. fidence in Getinge and its products is entirely Board and in operational activities. decisive for continued sales successes. Gearing corporate governance so clearly

External and internal regulations

Getinge’s corporate governance is based on meaning that a company that applies the Internal regulations that affect Getinge’s cor- Swedish legislation, primarily the Swedish Code may deviate from regulations under porate governance include the company’s Companies Act, the company’s Articles of the Code, but must provide explanations for Articles of Association, the Board’s formal Association, Nasdaq Stockholm’s Rulebook each deviation. Getinge complies with the work plan, the CEO’s instructions, policy do- for Issuers and the rules and recommenda- Code’s regulations and presents an explana- cuments and the Group’s Code of Conduct. tions issued by the relevant organizations. tion below for any deviation from the Code’s The company’s Articles of Association are Getinge applies the Swedish Corporate regulations in 2014. The Code is available at: available on the Group’s website: governance Code (“the Code”). The Code is www.bolagsstyrning.se. www.getingegroup.com. based on the “comply or explain” principle,

Shareholders

At year-end 2014, Getinge had nearly 42,232 were Class B. One Class A share carries ten is Carl Bennet AB, which represents 48.9% shareholders according to the share register votes and one Class B share carries one vote. of the total number of votes in the company. maintained by SIS Ägarservice AB. The share Getinge’s shares are traded on the Nasdaq Further information concerning such factors capital of Getinge at year-end comprised Stockholm. Getinge’s market capitalization as Getinge’s ownership structure and share 238,323,377 shares, of which 15,940,050 amounted to SEK 42.3 billion at December performance is presented on pages 50-51. shares were Class A and 222,383,327 shares 31, 2014. The company’s largest shareholder

2014 Annual General Meeting (AGM)

A total of 982 shareholders, representing The Meeting’s resolutions: • In accordance with the Nomination 53.3% of the number of shares and 70.8% of • Adoption of the income statements and Committee’s proposal, the Meeting the total number of votes in the company, at- balance sheets presented for the Parent resolved that the number of Board tended Getinge’s AGM on March 20, 2014, in Company and the Group. members should be eight, without Halmstad, . The Board of Directors, • Dividend. The AGM approved the Board’s deputies. The Meeting resolved to amend CEO, CFO and the company’s auditor were proposal of a dividend of SEK 4.15 per the Articles of Association in a manner present at the Meeting. The AGM re-elected share. requisite to facilitating this measure. Board members Carl Bennet, Johan Bygge, • Discharge from liability. The Meeting • The Meeting also resolved to amend the Cecilia Daun Wennborg, Carola Lemne, resolved to discharge the members of the Articles of Association to change of the Johan Malmquist, Johan Stern and Maths Board and the CEO from liability for the Board of Directors’ registered office to Wahlström. The AGM elected Malin Persson 2013 fiscal year. and to allow for the possibility as a new Board member. Carl Bennet was • Board fees. It was resolved that the of general shareholder meetings to be elected Chairman of the Board. It was noted Board be paid fees totaling SEK held in Halmstad municipality. that the employee-representative organiza- 4,400,000 excluding committee fees. tions appointed Peter Jörmalm and Rickard More detailed information is available on Karlsson as Board members, and Åke Lars- page 60. son and Maria Grehagen-Hedberg as deputy • Guidelines for the remuneration to senior members. The minutes from the Annual executives. The AGM approved the General Meeting are available at Board’s proposal for guidelines for the www.getingegroup.com. remuneration to senior executives. More detailed information is available on page 60.

56 GETINGE ANNUAL REPORT 2014 Corporate Governance | ADMINISTRATION REPORT

Overview of corporate governance at the Getinge Group

Nomination Committee General Meeting of Shareholders External auditors

The Nomination Committee’s task is to put forward The General Meeting of Shareholders is the highest The company has either one or two auditors, with not proposals regarding the election of the Chairman of decision-making body. At the General Meeting, share- more than two deputy auditors or one registered the AGM, the Chairman of the Board and other mem- holders exercise their voting rights in accordance with accounting firm. The assignment as auditor applies bers of the Board, election of auditors, as well as fees Swedish corporate legislation and Getinge’s Articles until the end of the AGM held during the fourth fiscal for Board members and auditors. The 2005 AGM of Association. The General Meeting elects the Board year following which the auditor was appointed. resolved that a Nomination Committee shall comprise of Directors and auditors. the Chairman of the Board and members representing At the 2012 AGM, the accounting firm Öhrlings each of the company’s five largest shareholders as The other tasks of the General Meeting include adopt- PricewaterhouseCoopers AB was elected as auditor per 31 August each year and a representative of the ing the company’s balance sheets and income state- for Getinge until the conclusion of the 2016 AGM. minority shareholders. If any of the five largest share- ments, deciding on the allocation of earnings in the holders should waive their right to appoint a represen- operation and deciding on discharging the members tative to the Nomination Committee, or if a member of the Board and the CEO from liability. The General leaves the Nomination Committee before his/her work Meeting also decides on remuneration to the Board of is completed, that right shall be transferred to the Directors, auditors’ fees and guidelines for remunera- shareholder who, after these shareholders, has the tion to senior executives. largest shareholding in the company. The Nomination Committee’s composition shall be announced to the company in such time that it can be made public, not later than six months prior to the AGM.

Remuneration Committee Board of Directors Auditing Committee

The Board annually appoints Getinge’s Remuneration The Board is the company’s highest administrative The Board annually appoints Getinge’s Auditing Committee. The Committee is a body within the body under the General Meeting. The Board is Committee. The Committee is a body within the company’s Board, tasked with preparing and evaluat- responsible for the organization of the company and company’s Board, tasked with preparing questions for ing questions related to remuneration and other the management of its affairs. It is also the Board’s the Board related to the quality assurance of the employment terms and conditions for executive man- duty to ensure that the organizations in charge of company’s financial reporting and maintaining ongo- agement and for preparing guidelines for remunera- accounting and the management of assets are subject ing contact with the auditors to keep informed of the tion to senior executives for the Board to propose to to satisfactory controls. focus and scope of the audit. The Committee assists the AGM for resolution. the Board in these matters and reports its observa- According to the Articles of Association, Getinge’s tions, recommendations and proposed measures and Board of Directors is to comprise not fewer than three decisions to the Board. In addition, the Auditing and not more than eight elected members. The Board Committee establishes guidelines for services other members are elected annually at the AGM to serve for than auditing for which the company may engage its the period up to and including the next AGM. The auditors. The Committee’s tasks also include assess- AGM also appoints the Chairman of the Board. The ing the auditing activities and passing this information Chairman’s role is to head the Board’s work and on to the Nomination Committee and assisting the ensure the Board completes its mandate. Nomination Committee in producing proposals for auditors and fees for auditing services. The Board’s work follows an annual agenda program, dedicated to securing the Board’s information needs, and is otherwise determined by the formal work plan approved each year by the Board concerning the dis- tribution of assignments between the Board and the CEO, including issues requiring a Board decision. The content and presentation of the information provided to the Board by management is strictly regulated and the formal work plan ensures that the Board reviews its own procedures.

Human Resources President and CEO CFO

The CEO is responsible for ensuring that the ongoing management of the company is pursued in accor- dance with the guidelines and instructions provided by the Board. The CEO obtains assurance that, on the basis of a satisfactory control system, the company complies with legislation and ordinances, NASDAQ OMX Stockholm’s Rulebook for Issuers and the Swedish Corporate governance Code. The CEO must also ensure that the Board receives the necessary factual, detailed and relevant information it requires to make well-founded decisions. In addition, the CEO is to maintain a continuous dialog with the Chairman of the Board and keep him informed of the progress and financial position of the company and the Group.

Business area Executive Vice Presidents

Medical Systems Business Area Extended Care Business Area Infection Control Business Area

GETINGE ANNUAL REPORT 2014 57 ADMINISTRATION REPORT | Corporate Governance

Nomination Committee

The composition of the Nomination Commit- • Carl Bennet, Carl Bennet AB the Nomination Committee in an effective tee ahead of the 2015 AGM was published on • Per Colleen, Fjärde AP-fonden manner to achieve the best results for the October 16, 2014 and all shareholders have • Marianne Nilsson, Robur AB company’s shareholders. had the opportunity to submit nomination • John Hernander, Fonder proposals to the Committee. The Nomina- • Adam Nyström, Didner & Gerge Evaluation. As a basis for its proposal to tion Committee conducts an evaluation of the • Viveka Ekberg, representing minority the 2015 AGM, the Nomination Commit- Board and its work. A proposal for the new shareholders tee has made an assessment as to whether Board is subsequently drawn up and submit- Chairman of the Board Carl Bennet was the current Board of Directors is suitably ted with the notice of the forthcoming AGM. appointed Chairman of the Nomination composed and meets the demands that are Ahead of the 2015 AGM, the Nomination Committee ahead of the 2015 AGM, which placed on the Board in view of the company’s Committee convened on three occasions. deviates from the rules of the Code. The position and future focus. The Nomination For the 2015 AGM, the Nomination Commit- company’s largest shareholders have ex- Committee’s proposal will be published not tee comprises the following representatives plained that this is because the Chair- later than in conjunction with the notice of the of the largest shareholders: man of the Board is very well suited to lead AGM.

Board of Directors

The Board held its statutory meeting on regarded as independent in relation to the ation, budget, year-end financial statements March 20, 2014 and convened 15 times company and executive management, and and interim reports, as well as comprehensi- during the year, with an average attendance that Carl Bennet and Johan Stern, as repre- ve issues related to the economy and related rate of 97%. The Board also convened a sentatives and Board members of Getinge’s cost issues, corporate acquisitions and other meeting in January 2015, at which the results principal owner Carl Bennet AB, are not to be investments, long-term strategies, financial for 2014 were addressed and subsequently regarded as independent in relation to the lar- matters, and structural and organizational published. With the exception of the CEO, gest shareholders. The Nomination Commit- changes. no member of the Getinge Group’s Board tee deems the other Board members elected To increase efficiency and broaden the holds an operational position in the company. by the General Meeting – Johan Bygge, Ce- Board’s work on certain issues, two com- A more detailed description of the Board of cilia Daun Wennborg, Carola Lemne, Maths mittees have been established: the Auditing Directors and CEO is presented on pages Wahlström and Malin Persson – to be inde- Committee and the Remuneration Commit- 62-63. pendent in relation to the company, executive tee. The delegation of responsibilities and management and the largest shareholders. rights of decision held by these committees Independence. Getinge fulfills the require- The Secretary of the Board meetings is Ulf are stipulated in the Board’s formal work ments for independent Board members as Grunander, Chief Financial Officer. At its plan. Minutes are prepared to record the stipulated in the Code. It is the opinion of the scheduled meetings, the Board addresses issues addressed and the decisions made Nomination Committee that Johan Malm- fixed items in compliance with the Board’s at these committee meetings and these are quist, in his capacity as CEO, is not to be formal work plan, including the business situ- presented at the subsequent Board meeting.

BOARD OF DIRECTORS AND COMMITTEES IN 2014

Committees Attendance Auditing Remuneration Board Auditing Remuneration Board members elected by the AGM Year elected Dependent1 Committeet Committee meetings Committee Committee Carl Bennet, chairman 1989 ■ Chairman 15/15 2/2 Johan Bygge 2007 Chairman 15/15 5/5 Cecilia Daun Wennborg 2010 Member 13/15 5/5 Carola Lemne 2003 Member 12/15 4/5 Johan Malmquist 1997 ▲ 15/15 Malin Persson 2014 Member 11/15 2/2 Johan Stern 2004 ● Member Member 15/15 5/5 2/2 Maths Wahlström 2012 Member 11/15 2/2 Board members appointed by employees Peter Jörmalm 2012 15/15 Rickard Karlsson 2013 14/15 Åke Larsson (deputy member) 2014 13/15 Maria Grehagen-Hedberg (deputy member) 2014 12/15

1. As defined by the Swedish Corporate governance Code ■ = Representing Getinge’s principal owner Carl Bennet AB ▲ = President and CEO ● = Board member of Getinge’s principal owner Carl Bennet AB

58 GETINGE ANNUAL REPORT 2014 Corporate Governance | ADMINISTRATION REPORT

Remuneration Committee

During 2014, Getinge’s Remuneration Com- Wahlström and Malin Persson. The Com- All members were present at all meetings mittee comprised Board members Carl mittee held two minuted meetings in 2014, during the year. Bennet (Chairman), Johan Stern, Maths including informal contact when necessary.

Auditing Committee

During 2014, Getinge’s Auditing Committee formal contact when necessary. The average participated in all meetings convened by the comprised Board members Johan Bygge attendance rate was 95%. Auditing Committee. Jointly with the auditors, (Chairman), Cecilia Daun Wennborg, Carola The Auditing Committee also held one mee- the Committee discussed and established Lemne and Johan Stern. The Committee held ting in January 2015, at which the 2014 audit the scope of the audit. five minuted meetings in 2014, including in- was addressed. The Company’s auditors

Financial reporting

The Board of Directors monitors the quality of submitted to the Board through the instruc- the quality of press releases containing finan- the company’s financial reporting by issuing tions issued for financial reporting. The Board cial information and presentation material in instructions to the CEO and the Auditing considers and quality assures financial conjunction with meetings with the media, Committee and by establishing requirements reporting, such as the year-end reports and owners and financial institutions. concerning the content in the reports relating annual accounts, and has delegated to the to financial conditions. These are regularly executive management the task of ensuring

External auditors

The auditor in charge from Öhrlings Pricewa- ned by the Auditing Committee for approval page 61 and in Note 5 of the consolidated terhouseCoopers AB is the authorized public of the nature and scope of the services and financial statements. The company’s auditor accountant Magnus Willfors and the co-au- the fees for such services. It is Getinge’s as- in charge participated in all of the Auditing ditor is the authorized public accountant Eric sessment that the performance of these ser- Committee’s meetings and one Board mee- Salander. Neither Magnus Willfors nor Eric vices has not jeopardized Öhrlings Pricewa- ting. In conjunction with the Board meeting, Salander hold any shares in the company. terhouseCoopers AB’s independence. Such the auditors held a meeting with the Board When Öhrlings PricewaterhouseCoopers AB services have primarily concerned in-depth in which no members of executive manage- is engaged to provide services other than au- reviews and special review assignments. The ment participated. diting services, such assignments take place full amounts of remuneration paid to auditors in accordance with the regulations determi- over the past three years are presented on

BOARD AND COMMITTEE MEETINGS IN 2014

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Board of Directors 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

Auditing Committee

Remuneration Committee

Board meetings

1 Annual accounts 7 Information 13 Interim report 2 Information 8 Information 14 Information 3 Annual General Meeting 9 Interim report 15 Budget 4 Interim report 10 Information 5 Acquisition discussion 11 Company visit, Review of operations 6 Information 12 Acquisition discussion

GETINGE ANNUAL REPORT 2014 59 ADMINISTRATION REPORT | Corporate Governance

Operational business

The CEO and other members of Group related to each business area. Group mana- bility of creating the necessary prerequisites management continuously hold meetings gement consists of the CEO and the business to work with these issues. Both Group ma- to review monthly results, update forecasts area executive vice presidents as well as the nagement and managers at various levels in and plans and to discuss strategic matters. Chief Financial Officer and Vice President of the company have this responsibility in their Getinge’s Group management comprises six Human Resources. The Board is responsible respective areas. Authorities and responsi- individuals, who are presented on pages 64- for ensuring that an effective system for inter- bilities are defined in policies, guidelines and 65. Group management deals with Group- nal control and risk management is in place. descriptions of duties. wide issues in addition to operative matters The CEO has been delegated the responsi-

Board fees

The 2014 AGM decided that fees would be the AGM and are not employed by the Group. other members, and that fees for the work paid to the Board in the total amount of SEK Furthermore, the AGM decided that fees for of the Remuneration Committee were to be 4 400 000, of which SEK 1 100 000 to the the work of the Auditing Committee were to paid in the amount of SEK 125 000 to the Chairman and SEK 550 000 to each of the be paid in the amount of SEK 240 000 to the Chairman and SEK 92 000 to each of the other Board members who are elected by Chairman and SEK 120 000 to each of the other members.

Share and share-based incentive program

There are no outstanding shares or share-based incentive programs for Board members, the CEO or other senior executives.

Remuneration to senior executives

The 2014 AGM established guidelines for criteria, designed with the aim of promoting is entitled to deviate from these guidelines if remuneration to senior executives, primarily the company’s long-term value creation. No warranted in individual cases. entailing the following: Remuneration and variable remuneration will be paid if earnings Total remuneration to senior executives other employment terms and conditions for before tax are negative. For the CEO, variable amounted to about SEK 69 M (75) in 2014. senior executives is to be market-based and remuneration is limited to a maximum of 80% Refer to Note 27 for further information. competitive in every market where Getinge of basic pay. Variable remuneration is based The Board proposes unchanged guidelines is active so as to attract, motivate and retain on the individual targets set by the Board. for remuneration to senior executives to the skilled and competent employees. The total Examples of such targets include earnings, 2015 AGM. remuneration package to senior executives is volume growth, working capital and cash to comprise basic pay, variable remuneration, flow. For other senior executives, variable pension and other benefits. The allocation remuneration is based on the outcome in the between basic pay and variable remuneration executive’s personal area of responsibility should be proportionate to the executive’s and individually established targets. In addi- responsibility and authority. Variable remu- tion to the aforementioned variable remune- neration is limited to a maximum amount and ration, adopted share or share-related incen- linked to predetermined and measurable tive programs may be included. The Board

FEES FOR BOARD AND COMMITTEE WORK 2014 Name Board fee Committee fee Total Carl Bennet 1 100 000 125 000 1 225 000 Johan Bygge 550 000 240 000 790 000 Cecilia Daun Wennborg 550 000 120 000 670 000 Carola Lemne 550 000 120 000 670 000 Malin Persson 550 000 92 000 642 000 Johan Stern 550 000 212 000 762 000 Maths Wahlström 550 000 92 000 642 000 Total 4 400 000 1 001 000 5 401 000

60 GETINGE ANNUAL REPORT 2014 Corporate Governance | ADMINISTRATION REPORT

Fees to auditors

Öhrlings PricewaterhouseCoopers is the are required to perform and advice or other with company acquisitions. Fees for auditing company’s auditor. Auditing assignments re- support brought about by observations from assignments in 2014 amounted to SEK 22 M fer to the auditing of the annual accounts and auditing or conducting similar tasks. Other (21) and fees for other assignments totaled financial statements, including the Board’s assignments refer mainly to consultancy SEK 10 M (8). and the President’s administration, other services related to auditing and taxation assignments that the company’s auditors issues as well as assistance in connection

Internal Control and risk management in the financial reporting

Description. At the Getinge Group, internal the actual application of the existing rules and lized process for the follow-up and evaluation control of financial reporting is an integral regulations. Accordingly, measures to mini- of the effectiveness of documentation and part of corporate governance. It comprises mize identified risks are formulated centrally control activities. The control consists of both processes and methods to safeguard the within the Group. a Group-wide IT-based tool for self-assess- Group’s assets and accuracy in the financial ment and validation of the self-assessments. reporting, and in this manner, protects the Control activities. The identified risks rela- The validations are carried out by controllers shareholders’ investment in the company. ted to financial reporting are handled by the from another business unit. company’s control activities. For example, During 2014, self-assessments were con- Control environment. The Getinge Group’s there are automated controls in IT-based sys- ducted at all of the most important operating organization is designed to quickly respond tems that manage authority levels and rights units within the Group. In conjunction with the to changes in the market. Operational de- to authorization, as well as manual controls, standard audits, the auditors conducted a cisions are thus made at the company or such as duality in the day-to-day recording validation of the internal control. The self-as- business-area level, while decisions on stra- of transactions and closing entries. Detailed sessment and validation function encompass tegy, focus, acquisitions and overall financial financial analyses of results and follow-ups the processes relating to financial reporting, issues are made by the Getinge Group’s against budgets and forecasts supplement production, inventories, sourcing and reve- Board and Group management. The internal the operation-specific controls and pro- nues from products and services. control of financial reporting within Getinge vide overall confirmation of the quality of the The system of self-assessment and validation is designed to manage these conditions. The reporting. The Group follows standardized provides the Board with a proper overview basis of the internal control of the financial templates and models to identify and docu- of how the Group manages different flows reporting comprises the control environment, ment processes and controls. of information, how the Group reacts to new including the organization, decision-making information and how the various control sys- channels, authorities and the responsibilities Information and communication. The tems function. that are documented and communicated in Group has information and communication steering documents. procedures to promote completeness and Outcome 2014. The follow-up of the internal Each year, the Board adopts a formal work accuracy in the financial reporting. Policies, control in 2014 indicated that documenta- plan that regulates the duties of the Chairman manuals and work descriptions are available tion and control activities were, in all material and the CEO. The Board has established an on the company’s intranet and/or in printed respects, established at the validated com- Auditing Committee to increase knowledge form. Information channels were established panies. Based on the internal control that of the level of transparency and control of the to monitor how efficiently the internal controls was conducted, the Board has decided that company’s accounts, financial reporting and in the Group function and data is regularly there is no need to introduce a separate audit risk management, and a Remuneration Com- presented through the relevant parties within function (internal audit function). mittee to manage remuneration to company the organization via implemented reporting management. Each business area has one or tools. Follow-on work. Over the next year, the con- more administrative centers that are respon- tinuing work related to internal control in the sible for the day-to-day handling of transac- Follow-up and monitoring. The finance Getinge Group will principally focus on risk tions and accounting. Each business area department and management perform assessment, control activities and follow-up/ has a financial manager, who is responsible monthly analyses of the financial reporting at monitoring. An update of the risk analysis as for the financial control of the business unit a detailed level. The Auditing Committee fol- regards relevant control processes and risk and for ensuring that the financial statements lows up the financial reporting at its meetings areas is conducted as a recurring annual ac- are accurate, complete and submitted in and the company’s auditors report on their tivity. In the Control activities area, resources good time prior to consolidated reporting. observations and provide recommendations. will be used to document additional proces- The Board receives financial reports on a ses resulting from the annual risk analysis. Risk assessment. Risk assessment is monthly basis and the company’s financial Depending on the outcome of the implemen- based on the Group’s financial targets. The position is discussed at every Board meeting. ted self-assessment, it may be necessary to overall financial risks have been defined and The efficiency of the internal control activities address reported shortcomings. are mostly industry specific. By conducting is regularly followed up at different levels in quantitative and qualitative risk analyses ba- the Group and comprises an assessment of sed on the consolidated balance sheet and the formulation and operative function of key income statement, Getinge can identify the control elements that have been identified key risks that could threaten the achievement and documented. of business and financial targets. In addition, several units in each business area are analy- Self-assessment and validation. Since zed to gain a more detailed understanding of 2006, the Getinge Group works with a forma-

GETINGE ANNUAL REPORT 2014 61 ADMINISTRATION REPORT | Corporate Governance

Getinge’s Board of Directors

1 2 3 4

Carl Johan Cecilia Maria Bennet Bygge Daun Wennborg Grehagen Hedberg

5 6 7 8

Peter Rickard Åke Carola Jörmalm Karlsson Larsson Lemne

9 10 11 12

Johan Malin Johan Maths Malmquist Persson Stern Wahlström

62 GETINGE ANNUAL REPORT 2014 Corporate Governance | ADMINISTRATION REPORT

1. Carl Bennet (1951) 5. Peter Jörmalm (1959) • Previous assignments: CEO of the Chalmers Chairman of the Board Board member, representative of Unionen University of Technology Foundation, many M.Sc. (Economics), Dr. Tech. h.c. Parts Management/Parts Specialist years’ experience in major Swedish industrial • Assignments on Getinge’s Board: • Assignments on Getinge’s Board: Board enterprises such as the Group. Chairman of the Board since 1997. member since 2014. Deputy from 2012 to • Shareholding: Holds 1 000 Class B shares. Chairman of the Nomination Committee. 2014. Employed by Getinge Infection Chairman of the Remuneration Committee. Control AB. 11. Johan Stern (1951) Board member since 1989. • Shareholding: Holds no shares. Board member elected by AGM • Current assignments: CEO of Carl Bennet M.Sc. (Economics) AB, Chairman of the Board at Elanders and 6. Rickard Karlsson (1970) • Assignments on Getinge’s Board: Lifco. Board member of Holmen and Board member, representative of the Member of the Auditing Committee. L E Lundbergsföretagen. Swedish Metalworkers’ Union Member of the Remuneration Committee. • Previous assignments: Assembly Board member since 2004. President and CEO of Getinge • Assignments on Getinge’s Board: Board • Current assignments: Chairman of • Shareholding: Holds 15 940 050 Class A member since 2014. Deputy from 2013 to Healthinvest Partners AB, Fädriften Invest shares and 27 153 848 Class B shares 2014. Employed by Getinge Sterilization AB. AB, Skanör Falsterbo Kallbadhus AB and through companies. • Shareholding: Holds no shares. Harry Cullberg’s Fund Foundation. Board member of Carl Bennet AB, Elanders 2. Johan Bygge (1956) 7. Åke Larsson (1966) AB, Lifco AB, Rolling Optics AB, RP Ventures Board member elected by AGM Deputy representative of the Swedish AB, Swedish-American Chamber of M.Sc. (Economics) Association of Graduate Engineers Commerce, Inc and Estea AB. • Assignments on Getinge’s Board: Engineer, Research & Development • Previous assignments: Active within SEB’s Chairman of the Auditing Committee. • Assignments on Getinge’s Board: Deputy operations in Sweden and the US. Board member since 2007. representative since 2014. Employed by • Shareholding: Holds 30 104 Class B shares. • Current assignments: Chief Operating Maquet Critical Care AB. Officer EQT Partners AB, Chairman of • Shareholding: Holds no shares. 12. Maths Wahlström (1954) Novare Human Capital AB and Samsari AB. Board member elected by AGM Board member of Anticimex International AB 8. Carola Lemne (1958) M.Sc. (Economics) and Sanitec Oyj. Board member elected by AGM • Assignments on Getinge’s Board: Member of • Previous assignments: CFO of Investor AB, M.D, Ph.D., senior lecturer the Remuneration Committee. Board mem- Executive Vice President of and • Assignments on Getinge’s Board: ber since 2012. CFO of Electrolux. Member of the Auditing Committee. • Current assignments: CEO and Chairman of • Shareholding: Holds 5 000 Class B shares. Board member since 2003. KMG Capital Partners, LLC, Chairman of PCI • Current assignments: CEO of the HealthDev, LLC, and Somnia Health 3. Cecilia Daun Wennborg (1963) Confederation of Swedish Enterprise. Senior Wellness INC. Board member of Coherus Board member elected by AGM lecturer at Karolinska Institute. Chairman of Biosciences INC and Alteco Medical AB, and M.Sc. (Economics) Uppsala University. Co-owner of CALGO independent lead director of Coherus. • Assignments on Getinge’s Board: holding company. • Previous assignments: More than 30 years’ Member of the Auditing Committee. • Previous assignments: President and CEO of international experience in preventive care Board member since 2010. Praktikertjänst AB, Board member of the and healthcare from such positions as CFO • Current assignments: Chairman of the Board Confederation of Swedish Enterprise, of the Gambro Group and as CEO of at Proffice AB, Board member of companies Investor AB, MEDA AB, the Swedish Gambro Healthcare INC. He has also served including ICA Gruppen AB, Loomis AB, Eniro Foundation for Strategic Research and as CEO of Fresenius Medical Services and AB, AB Svensk Bilprovning, Hotell Diplomat Apoteket AB. CEO of Danderyds Sjukhus was a member of the Group management for AB, Atvexa AB and Sophiahemmet. AB. Clinical Research Manager at Pharmacia Fresenius Medical Care AG & Co KGaA. • Previous assignments: Vice President of & Upjohn AB. • Shareholding: Holds 9 000 Class B shares. Ambea AB, President of Carema Vård och • Shareholding: Holds 2 300 Class B shares. Omsorg AB, acting President of Remuneration Committee Skandiabanken, Head of Swedish 9. Johan Malmquist (1961) Carl Bennet, Chairman Operations at Skandia and President of President and CEO Johan Stern Skandia Link. M.Sc. (Economics) Maths Wahlström • Shareholding: Holds 750 Class B shares. • Assignments on Getinge’s Board: Malin Persson Board member elected by AGM since 1997. 4. Maria Grehagen Hedberg (1958) Employed by Getinge since 1990. Auditing Committee Deputy representative of the Swedish • Shareholding: Holds 55 555 Class B shares. Johan Bygge, Chairman Metalworkers’ Union Cecilia Daun Wennborg Assembly 10. Malin Persson (1968) Carola Lemne • Assignments on Getinge’s Board: Deputy Board member elected by AGM Johan Stern representative since 2014. Employed by Master of Engineering Maquet Critical Care AB. • Assignments on Getinge’s Board: Auditors • Shareholding: Holds no shares. Board member elected by AGM since 2014. Öhrlings PricewaterhouseCoopers AB Member of the Remuneration Committee. • Magnus Willfors, Chief Auditor • Current assignments: CEO and owner of Authorized Public Accountant Accuracy AB, Board member in companies • Eric Salander, Co-Auditor including Becker Industrial Coating, Hexpol Authorized Public Accountant AB, Konecranes Plc and Kongsberg Automotive.

GETINGE ANNUAL REPORT 2014 63 ADMINISTRATION REPORT | Corporate Governance

Getinge’s Group Management

1 2 3

Johan Ulf Heinz Malmquist Grunander Jacqui

4 5 6

Joacim Andreas Harald F. Lindoff Quist Stock

7 8

Anders Alex Grahn Myers

64 GETINGE ANNUAL REPORT 2014 Corporate Governance | ADMINISTRATION REPORT

1. Johan Malmquist (1961) 4. Joacim Lindoff (1973) 6. Harald F. Stock (1968) President and CEO Executive Vice President, Executive Vice President, • M.Sc. (Economics) Infection Control Business Area Extended Care business area • Swedish citizen • M.Sc. (Economics) • PhD. in inorganic chemistry • Employed since 1990 • Swedish citizen • German citizen • CEO since 1997 • Employed since 1999 • Employed since 2014 • Shareholding: 55 555 Class B shares • Shareholding: Holds no shares • Shareholding: Holds no shares

Previous experience: In January 2015, Joacim Lindoff succeeded Previous experience: Prior to becoming President and CEO of the Anders Grahn as Executive Vice President of Harald Stock has almost 20 years’ experience Getinge Group, Johan Malmquist was the Infecion Control Business Area. of and a successful track record from the Executive Vice President (1992-1997) and healthcare industry. He most recently served President of one of the Group’s French subsi- Previous experience: as the chief executive officer of the diaries (1990-1992). Before joining Getinge, Joacim Lindoff started his career at Getinge Grünenthal Group and previously held execu- Johan Malmquist worked at Electrolux in 1999 and assumed his current position at tive positions with companies including the Storkök. the beginning of 2015. Prior to this post, he Roche Group and at DePuy, the Orthopedics most recently served as the President Sales & Division of Johnson & Johnson. 2. Ulf Grunander (1954) Service Europe/International at Infection Chief Financial Officer Control. He has previously held senior posi- 7. Anders Grahn (1969) • M.Sc. (Economics) tions at NIBE and was Chairman of the medi- Executive Vice President, • Swedish citizen cal technology industry organization, Swedish Infection Control business area • Employed since 1993 Medtech, from 2010 to 2014. • M.Sc. (Economics) • Shareholding: 38 170 Class B shares • Swedish citizen 5. Andreas Quist (1974) • Employed since 2012 Previous experience: Executive Vice President, • Shareholding: Holds no shares Ulf Grunander has been Getinge’s CFO since Human Resources & Sustainability the company was listed in 1993. In this role, • M.P.S. in business administration At year-end 2014, Anders Grahn stepped Ulf Grunander’s achievements include nearly • Swedish citizen down from his position as Executive Vice 50 corporate acquisitions. Between 1979 and • Employed since 2010 President of Infection Control to continue his 1993, Ulf Grunander worked as an Authorized • Shareholding: Holds no shares career outside of the Getinge Group. He was Public Accountant. succeeded by Joacim Lindoff. Previous experience: 3. Heinz Jacqui (1961) Andreas Quist started his career at the 8. Alex Myers (1963) Executive Vice President, Getinge Group in 2010 as Vice President Alex Myers will assume his new position as Medical Systems Business Area Human Resources for the Extended Care President and CEO at the Annual General • Diploma in mechanical and process Business Area. He has previously held a num- Meeting on March 25, 2015. engineering ber of senior international HR positions at • B.A. Organizational Behavior & Economics • German citizen major international corporations, including • Swedish citizen • Employed since 2012 . • Shareholding: Holds 2 150 Class B shares • Shareholding: Holds no shares Previous experience: Previous experience: Alex Myers’ most recent position was as the Heinz Jacqui has had an extensive internatio- President and CEO of Hilding Anders AB, but nal career in the medical-technical sector and he has previous experience in the Getinge has held executive positions at such compa- Group as President of ArjoHuntleigh and nies as Olympus Medical and Draeger Executive Vice President of the Extended Medical. Care Business Area between 2009 and 2013. Prior to this, Alex Myers was a member of the Carlsberg Group Executive Management Team for ten years, of which the last five years he held the position as Head of Western European markets.

GETINGE ANNUAL REPORT 2014 65 ADMINISTRATION REPORT | Proposed allocation of profits

Proposed allocation of profits Getinge AB (publ), org.nr 556408-5032

The following profits in the Parent Company are at the disposal of the Annual General Meeting: Share premium reserve 3 435 Retained earnings 2 000 Net profit for the year 503 Total 5 938

The Board and Chief Executive Officer propose that a dividend of SEK 2.80 per share shall be distributed to shareholders 667 to be carried forward 5 271 Total 5 938

The Board of Directors deems the proposed dividend to be justified in relation to requirements that the Group’s nature of business, scope and risks impose on consolidated shareholders’ equity and the Group’s consolidation requirements, liquidity and financial position.

For information regarding the results and financial position of the Group and the Parent Company, refer to the following financial statements. The income statements and balance sheets will be presented for approval to the Annual General Meeting on March 25, 2015.

The Board of Directors and CEO affirm that the consolidated financial statements have been prepared in accordance with international financial reporting standards IFRS, which have been adopted by the EU, and provide a fair and accurate account of the Group’s financial position and profit. This Annual Report was prepared in accordance with generally accepted accounting policies and provides a fair and accurate account of the Pa- rent Company’s financial position and profit.

The Administration Report for the Group and Parent Company provides a fair and accurate overview of the performance of the Parent Company and the Group’s operations, financial position and earnings and describes the material risks and uncertainties faced by the Parent Company and companies belonging to the Group.

Göteborg, February 20, 2015

Carl Bennet Johan Bygge Cecilia Daun Wennborg Chairman AGM-elected Board member AGM-elected Board member

Carola Lemne Malin Persson Johan Stern Mats Wahlström AGM-elected Board member AGM-elected Board member AGM-elected Board member AGM-elected Board member

Peter Jörmalm Rickard Karlsson Johan Malmquist Board member Board member AGM-elected Board member Representative of the Swedish Representative of the Swedish CEO white-collar trade union, Unionen Metalworkers’ Union, IF Metall

Our auditor’s report was submitted on February 20, 2015 Öhrlings PricewaterhouseCoopers AB

Magnus Willfors Eric Salander Authorized Public Accountant Authorized Public Accountant Chief Auditor

66 GETINGE ANNUAL REPORT 2014