Governance

Board of Directors

In accordance with the Articles of Association, Björn Borg’s Board of Directors consists of a minimum of four and a maximum of eight members. Directors are elected annually at the Annual General Meeting (AGM) for a one-year term up until the following AGM.

The AGM 2025 re-elected the Directors Alessandra Cama, Fredrik Lövstedt, Mats H Nilsson, Jens Høgsted and Johanna Schottenius. Cecilia Bönström was elected as a new member.

The AGM 2024 resolved to elect Johanna Schottenius as Chairman of the Board of Directors.

The Board meets the requirements of the Code in that a majority of the directors must be independent in relation to the company and the company management, and that at least two of them must be independent in relation to the company’s major shareholders. Prior to the 2023 Annual General Meeting, the Nomination Committee made the assessment that all the proposed Board members were independent of both the company and its management as well as the major shareholders.

An annual board review, one of the aims of which is to analyse the Board’s work and whether the Board has a composition appropriate for the company’s needs, was conducted within the company during the latter part of the fourth quarter, and its conclusions were presented in their entirety to the Nomination Committee.

The Board is assisted by an attorney, who serves as external secretary. For more information on the Directors, see the Board presentation.

The board’s rules of procedure

Pursuant to the Companies Act, Björn Borg’s Board is responsible for the company’s organisation and the management of its affairs and appoints its CEO. The Board lays down the company’s goals and strategy, adopts critical policy documents and continuously monitors compliance thereto. The Board also has ultimate responsibility for its various committees. The Board’s rules of procedure, which were adopted most recently at the Board meeting on August 15, 2024, define the principles for Board work, the delegation between the Board and the CEO, and the financial reporting.

Board work

In 2024 the Board held six scheduled meetings, four of which were in connection with the quarterly financial reports and two by circulation. For further information about the Board’s work and directors’ attendance at the year’s Board meetings please refer to the Corporate Governance Report.

Please note that the Corporate Governance Report is a separate report, and not part of the Board of Directors’ report.

Renumeration committee

The Board has established a Remuneration Committee consisting of Johanna Schottenius, Mats H. Nilsson and Fredrik Lövstedt to prepare proposals on remuneration and other terms of employment for Senior Executives. During the year prior to the AGM 2024, the Remuneration Committee held one meeting as well as informal meetings and contacts in between. During the year the Remuneration Committee, which is only a drafting committee, amongst other things (i) prepared the Board’s resolutions on remuneration principles, remuneration and other employment terms for company management, (ii) monitored and evaluated current and expiring remuneration schemes for management, and (iii) monitored and evaluated the application of the remuneration guidelines for senior executives as resolved by the AGM as well as current remuneration structures and remuneration levels in the company (iiii) presented a proposal for new remuneration guidelines for senior executives to be decided by the 2024 AGM.

Audit committee

Björn Borg’s Board of Directors has established an Audit Committee consisting of Chairman Johanna Schottenius, Mats H Nilsson and Fredrik Lövstedt. The Audit Committee supports the Board in efforts to quality assure Björn Borg’s financial reports and is tasked with, among other things, ensuring that accurate, qualitative financial reports are prepared and communicated.

The Audit Committee is also tasked with issuing a recommendation to the Nomination Committee on the auditors’ election. The committee convened a total of four times in 2024, all in connection with the quarterly reports. All of the Committee’s members attended these. In 2024 the CEO attended the meetings as a co-opted member. The Audit Committee is a drafting committee.

CEO

The Board has established an instruction for the CEO’s work and role, which in its current wording was adopted on August 15, 2024. The CEO is responsible for day-to-day management of the Group’s operations according to the Board’s guidelines and other established policies and guidelines, and reports to the Board.

Henrik Bunge (b. 1973) has been CEO since August 4, 2014. He does not own shares in any company with which Björn Borg has significant business interests. For more information on the CEO, see page 95 of the annual report.

The Annual General Meeting (AGM) resolves on compensation to the Board, including for committee work, and on Guidelines for compensation for Senior Executives.

Compensation to senior executives and the CEO is addressed by the Compensation Committee based on said Guidelines and resolved by the Board.

Compensation to Board

According to the resolution of the AGM 2025 Directors shall receive remuneration in accordance with the proposal of the nomination committee (i) in the amount of SEK 490,000 to the Chairman of the Board and SEK 200,000 to the other members, (ii) with SEK 22,000 to the members of the Remuneration Committee and SEK 44,000 to the Chairman of the Committee, and (iii) with SEK 62,000 to the members of the Audit Committee and SEK 90,000 to the Chairman thereof.

Compensation to senior executives

According to the resolution of the AGM 2024 new guidelines for renumeration was adopted. The guidelines prescribe e.g. that the remuneration for the CEO and other members of management can consist of a base salary, variable compensation, and other benefits, including a pension. Any variable compensation is based on performance relative to predefined, measurable targets and is maximized to 50% of the target salary.

The fixed and variable salary components and benefits for the CEO and the management of Björn Borg are indicated in Note 8 of the annual report.

For the complete remuneration guidelines for senior executives, please refer to the following link.

For more detailed information about remunerations paid out in 2024, please refer to the following link.

Incentive scheme

Incentive program, LTIP 2023/2026

The Annual General Meeting 2023 resolved to implement a new long-term incentive program, LTIP 2023/2026, which can be described as a warrant-based program whereby senior executives and other key employees have acquired warrants issued by Björn Borg.

Björn Borg has a maximum right to issue 300,000 warrants, and today300,000 warrants have been transferred to employees. Each warrant entitles the holder to subscribe for one new share in Björn Borg and may be exercised from and including 18 May 2026 up to and including one day that falls 30 calendar days thereafter, whereby the subscription price as a general rule is SEK 54.70 per share (however, participants may choose to apply a so-called net strike, whereby both the subscription price and the number of shares are recalculated). The value of the warrants has been calculated by the generally accepted valuation model, Black & Scholes, and calculated by Elleme AB. For more detailed information about the LTIP 202372026, please refer to the following links for the LTIP proposal and the terms for the LTIP.

Incentive program, LTIP 2023/2026

Terms for incentive program, LTIP 2023/2026

The external auditors review Björn Borg’s annual accounts, accounting records and the administration of the Board of Directors and the CEO. After every financial year, the auditors submit an audit report to the AGM.

The AGM 2024 elected the registered public accounting firm BDO Mälardalen AB as auditor of the company until the conclusion of the next AGM. Authorised Public Accountant Johan Pharmanson is chief auditor.

The next auditors’ election will be held at the 2025 AGM.

Further information on the auditor’s fee can be found in the company’s Annual Report.

§ 1

Company name

The Company conducts its business under the name Björn Borg AB. The company is public (publ).

§ 2

Registered office

The registered office of the Board of Directors is in Stockholm.

§ 3

Operations

The object of the company’s business shall be to directly or through wholly owned or partly owned companies, own, manage and commercialize (including through licensing), and develop the brand Björn Borg, and pursue therewith compatible business.

§ 4

Share capital

The share capital shall amount to no less than seven million (7,000,000) Swedish kronor and no more than twenty-eight million (28,000,000) Swedish kronor.

§ 5

Number of shares

The number of shares shall amount to no less than twenty-two million, four hundred thousand (22,400,000) and no more than eighty-nine million, six hundred thousand (89,600,000).

§ 6

Board of Directors

The Board of Directors shall consist of no fewer than four and no more than eight Directors with no more than two Deputy Directors. The Directors and Deputy Directors are elected annually at the Annual General Meeting for a term ending at the conclusion of the following Annual General Meeting.

§ 7

Auditors

The Company shall have one (1) or two (2) Auditors with no more than two Deputies, or one (1) registered public accounting firm.

§ 8

Notice convening the General Meeting

Notice convening general meetings shall be given by announcement in Post- och Inrikes Tidningar and on the company’s web site. It shall be announced in Svenska Dagbladet that notice of general meeting has been made.

§ 9

Notification of attendance and right to attend the General Meeting

Shareholders wishing to attend a general meeting must notify the Company no later than on the date indicated in the notice convening the general meeting. This day may not be a Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not fall earlier than five weekdays prior to the general meeting.

A shareholder may be accompanied by one or two assistants when attending a General Meeting, but only if the shareholder’s notification pursuant to the previous paragraph includes information to that effect.

The board of directors has the right to decide that anyone who is not a shareholder in the company shall, under the terms determined by the board of directors, have the right to attend or otherwise follow the negotiations at a general meeting.

Prior to a general meeting, the board of directors may decide that the shareholders shall be able to exercise their voting rights in advance (postal voting) in accordance with the procedure specified in Chapter 7, Section 4 a of the Swedish Companies Act (2005:551).

§ 10

Annual General Meeting

The Annual General Meeting, which shall be held each year within six months of the conclusion of the financial year, shall deal with the following matters:

1. Election of a Chairman at the General Meeting;
2. Preparation and approval of a voting list;
3. Election of one or two persons to check the minutes;
4. Examination whether the Meeting has been properly convened;
5. Approval of the agenda;
6. Presentation of the Annual Report and the Auditors’ Report and, where applicable, of the Consolidated Accounts and the Auditors’ Report on the Group;
7. Resolutions in respect of:

• a) Adoption of the income statement and the balance sheet and, where applicable, of the consolidated income statement and the consolidated balance sheet;
• b) Appropriation of the Company’s profit or loss according to the adopted balance sheet;
• c) The Directors’ and the President’s discharge from liability;

8. Determination of the remuneration payable to the Board of Directors and, where applicable, to the Auditors;
9. Election of Directors and, where applicable, of Deputy Directors;
10. Election, where applicable, of Auditors and Deputy Auditors;
11. Other matters which shall be dealt with at the Meeting according to the Swedish Companies Act (2005:551) or these Articles of Association.

In addition to the place where the board of directors has its registered office, the annual general meeting may also be held in Solna.

§ 11

Financial year

The financial year of the Company shall be the calendar year.

§ 12

Record day provisions

The Company’s shares shall be registered in a central securities depository register pursuant to the Financial Instruments Accounts Act (1998:1479).

The shareholder or nominee who on the record date is entered in the share register and noted in a central securities depository register in accordance with Chapter 4 of the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) or the individual who is recorded in a central securities depository account according to Chapter 4, Section 18, first paragraph 6-8 of the said Act, shall be deemed to be competent to exercise the rights that follow from Chapter 4. Section 39 of the Swedish Companies Act (2005:551).

_______________________________

The above Articles of Association have been adopted by the Annual General Meeting on May 18 2021.

Related documents

• Articles of association May 18, 2021 English

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Björn Borg applies the Swedish Code of Corporate Governance.

Corporate governance refers to the framework of rules and structure established for governing and managing operations in a limited liability company in an efficient and controlled manner. Ultimately, corporate governance is intended to satisfy the shareholders’ requirements for return on investment and other stakeholders’ needs for information on the company and its development.

Management and control of the Björn Borg Group is distributed between the shareholders at the Annual General Meeting, the Board of Directors and the CEO in accordance with the Swedish Company’s Act and the company’s Articles of Association.