The Nomination Committee proposes re-election of Ulf Barkman, Mattias Franzén, Richard Pantzar, Jörgen Rosengren, Petter Stillström, Agne Svenberg and Åsa Söderström Winberg who are presiding members of the Board.
Petter Stillström is proposed for re-election as the Chairman of the Board.
The Nomination Committee’s assessment of the independence of the proposed members of the Board has found that Ulf Barkman, Åsa Söderström Winberg and Jörgen Rosengren are independent of the company and of major shareholders. All of the proposed members are considered to be independent of the company.
In its proposal to the Board of Directors, the Nomination Committee shall also take into account the diversity policy, in accordance with rule 4.1 of the Swedish Code of Corporate Governance (“the Code”), that the Board is to have a composition appropriate to the company’s operations, phase of development and other relevant circumstances. The Board members elected by the shareholders’ meeting are collectively to exhibit diversity and breadth of qualifications, experience and background. The company is to strive for gender balance on the Board.
The proposal for members of the Board means that the percentage of women is 14%, which gives scope for achieving a better gender balance. However, one of the advantages of the Code is that it allows a listed company to deviate from the Code, provided the company explains its deviation.
More than half of the proposed members have control, either directly or through related parties, of just over 79% of the voting rights in the company. This gives OEM International favourable factors that distinguish it from many other listed companies, which have no personally involved, active owners. Both the Swedish Companies Act and the Code take a positive view of active shareholders, even when they are private individuals, and the special level of responsibility that they take for a company such as involvement in the Board. The influence of the active shareholders is further balanced by provisions in both the Act and the Code which offer protection to minority shareholders. OEM International complies with these requirements and rules. However, the individual’s gender is a matter of chance, and when the company’s co-founders and other major shareholders are all men, and they are fully competent and willing to be Board members of the company, this obviously presents natural limitations for a nomination committee.
The logical consequence is therefore that the gender balance that should be strived for and which OEM International aims to achieve must be allocated among the independent members of the major shareholders. However, the achievement of 50% is not an end in itself.
Of the independent members of the major shareholders in OEM International, 33% of them are women, Åsa Söderström Winberg. The current nomination committee cannot anticipate future preparatory work, but it assumes that gender balance will be a key consideration when changes are made in the future.
Tranås, Sweden, 13 March 2020
