CORPORATE GOVERNANCE CORPORATE GOVERNANCE REPORT 2020 Trelleborg is a publicly traded Swedish limited liability company listed on Nasdaq Stockholm Large Cap. Trelleborg applies the Swedish Corporate Governance Code and presents its 2020 Corporate Governance Report in this section. The auditor’s review was conducted in accordance with FAR’s auditing standard RevU 16 The auditor’s examination of the corporate governance statement. Annual General Meeting 2020. The 2020 Annual General Meeting Susanne Pahlén Åklundh and Jan Ståhlberg. Panu Routila took place on April 23, 2020 in Trelleborg. At the meeting, 20 declined re-election. shareholders were in attendance, personally or by proxy, representing » Re-election of Hans Biörck as Chairman of the Board. about 70 percent of votes in Trelleborg. The Chairman of the Board, Re-election of Deloitte AB as auditor. Hans Biörck, was elected Chairman of the Meeting. The number » of Board members was limited to the Chairman together with the » Remuneration for the Board members and the auditor. President and CEO due to the Coronavirus pandemic. A union » Principles for remuneration and other employment terms for employee representative also attended as did the Chairman of the President and other senior executives. the Nomination Committee and Trelleborg’s auditor. For information on shareholders and the Trelleborg share, refer to The Annual General Meeting was livestreamed in its entirety pages 134–136 and www.trelleborg.com. Trelleborg’s 2021 Annual to the general public. General Meeting will be held on April 22, 2021 in Trelleborg. Shareholders were given the opportunity to submit written questions to Trelleborg’s management before the Meeting. Nomination Committee for the 2021 Annual General Meeting. As The complete minutes and information on the 2020 Annual resolved by the 2017 Annual General Meeting until it decides General Meeting are available at www.trelleborg.com. otherwise, the Chairman of the Board is to contact representatives The resolutions passed by the Meeting included the following: of Trelleborg’s five major shareholders, not later than by the end That no dividend be paid for the 2019 fiscal year. » of August, to ask that they appoint one member to the Nomination » Re-election of Board members: Hans Biörck, Gunilla Fransson, Committee. Johan Malmquist, Peter Nilsson, Anne Mette Olesen, WORK OF THE BOARD OF DIRECTORS IN 2020 JANUARY FEBRUARY MARCH APRIL MAY JUNE Board February 11, 2020 Report from Board Committees, March 18, 2020 Report from April 13, 2020 Update to proposed dividend. meetings 1 report from the auditor, report from the President, 3 the President, update to 4 Year-end report, proposed dividend, sustainability proposed dividend. issues, risk management, legal requirements and April 23, 2020 Report from the Board Committees, insurance coverage, evaluation of the President’s 5 report from the President, interim report, financing performance, decision on the President’s remu- issues, growth initiatives, contingency plans to neration. Presentation of Trelleborg Industrial manage the Coronavirus pandemic. Solutions business area. April 23, 2020 Statutory Board meeting. February 20, 2020 6 2 2019 Annual Report. Audit February 11, 2020 Accounting issues, Year-end report, April 22, 2020 Accounting issues, interim report, Committee financial report, work plan for and regular reporting financial report, work plan for and regular reporting from the Internal Control staff function, reports from from the Internal Control staff function, reports other Group staff functions regarding internal control from other Group staff functions regarding internal activities, sustainability issues, risk management, control activities, sustainability issues, legal report and presentation by the auditor, legal require- requirements and risk management, report from ments and insurance coverage, 2019 Annual Report. the auditor. Remuneration February 11, 2020 Remuneration principles, review Committee of salaries, outcomes and goals for annual variable salaries and long-term incentive programs. Finance March 31, 2020 Strategic issues April 9, 2020 Strategic issues concerning Committee concerning financing, the Group’s financing, the Group’s financing scope and financing scope and acquisitions acquisitions and divestments. and divestments. 54 ANNUAL REPORT 2020 TRELLEBORG AB CORPORATE GOVERNANCE The Nomination Committee also included the Chairman of the Board of Directors 2020. In 2020, Trelleborg’s Board of Directors Board as a co-opted member. comprised seven members elected by the Annual General Meeting, No payment is made to members of the Nomination including the President and CEO. Employees elect three representa- Committee. tives and one deputy to the Board of Directors. The Group’s CFO The Nomination Committee for 2021 held three minuted meetings attends the Board meetings as does the General Counsel, who and maintained continuous contact up to and including February serves as the Board’s secretary. Other members of Group 19, 2021. As a basis for the Nomination Committee’s work, the Management participate in Board meetings when necessary. Chairman of the Board presented a report on the work of the For further information on Board members, refer to pages Board, which included an internal evaluation of the work and 60–61 and Note 10, page 88. function of the Board, as well as holding meetings with the President and one Board member. Work of the Board of Directors. The Board held ten meetings during The Nomination Committee’s guidelines for the selection of the year, including one statutory Board meeting. The Board of candidates to be nominated to the Board specify that they shall Directors is responsible for establishing Trelleborg’s overriding possess knowledge and experience relevant to Trelleborg’s targets, developing and following up the overall strategy, deciding operations. The Diversity Policy applied for the Group’s Board of on major acquisitions, divestments and investments and continu- Directors is item 4.1 in the Swedish Corporate Governance Code. ously monitoring operations. The work of the Board follows an The objective is that the Board of Directors, considering Trelleborg’s annual plan. Recurring issues at Board meetings include reports operations, stage of development and conditions in general, is to from the Board Committees, reports from the President, interim have a suitable composition, characterized by diversity and breadth reports and structural issues. as regards the expertise, experience and background of the The President presents a report on the operations’ performance members elected by the Annual General Meeting, and that an at scheduled Board meetings. The Board conducts reviews with the even gender balance is to be sought. auditor when audit reports are to be considered. The auditor also The Nomination Committee took into consideration the Diversity has meetings with the Board of Directors without the presence of Policy when preparing its proposal for the election of Board Group Management. members ahead of the 2020 Annual General Meeting, which The Audit Committee briefs the Board of Directors on work resulted in the Board composition presented on pages 60–61. related to the whistleblower system. The Nomination Committee’s proposals to the 2021 Annual Trelleborg’s Board complies with the Swedish Corporate General Meeting will be published in the official notification and on Governance Code’s requirements stipulating that the majority of www.trelleborg.com. the Board members elected by the General Meeting must be independent in relation to Trelleborg and company management, JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER July 20, 2020 Report from the September 10, 2020 Report from the President, update on December 3, 2020 Report from Board 7 Board Committees, report from 8 digitalization initiatives, strategy issues, presentation of the 10 Committees, report from the auditor, the President, interim report, business areas Trelleborg Industrial Solutions, Trelleborg report from the President, strategic financing issues. Sealing Solutions and Trelleborg Wheel Systems. plan for 2021–2023, plan for the Annual Report, sustainability issues, Board evaluation, Excellence programs, October 26, 2020 Report from Board succession planning, talent Committees, report from the auditor, report 9 management. from the President, interim report, strategic plan 2021–2023, sustainability issues. July 20, 2020 Accounting issues, interim report, October 26, 2020 Accounting issues, interim December 3, 2020 Accounting financial report, work plan for and regular report, work plan for and regular reporting from issues, work plan for and regular reporting from the Internal Control staff function, the Internal Control staff function, reports from reporting from the Internal reports from other Group staff functions regarding other Group staff functions regarding internal Control staff function, report internal control activities, sustainability issues, control activities, report and presentation by the and presentation by the auditor. legal requirements, risk management, auditor’s auditor, sustainability issues, legal requirements audit plan. and insurance coverage. July 14, 2020 Employment terms for the new November 5, 2020 Talent management, succession November 30, 2020 Remuneration principles and Chief Financial Officer, forecast for outcome planning, project for variable salaries, annual remu- evaluation, principles for annual variable salary 2021 of annual variable salaries