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 2017 reelected Directors Fredrik Lövstedt, Mats H Nilsson, Martin Bjäringer, Heiner Olbrich, Christel Kinning, and Lotta de Champs. Heiner Olbrich was elected new Chairman of the Board while previous chairman of the board Fredrik Lövstedt stepped down to be a Director. Previous Director Petra Stenqvist chose to not be re-elected.
The Board fulfils the requirements of the Code that no more than one Director elected by the AGM is employed in the company’s management or the management of the company’s subsidiary, that a majority of the Directors are independent in relation to the company and the management, and that at least two Directors are independent in relation to the company’s major shareholders. For the 2016 AGM the Nomination Committee concluded that all of the nominated Directors were independent from the company and the management as well as from major shareholders, with the exception that the Director Fredrik Lövstedt was not considered independent in relation to the company’s major shareholders due to his shareholding. Fredrik Lövstedt subsequently, in June 2016, divested shares, so that his shareholding is now less than 10 percent, as a result of which he too is considered independent from 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’s rules of procedure, which were adopted most recently at the Board meeting on August 18, 2016, define the principles for Board work, the delegation between the Board and the CEO, and the financial reporting.
In 2016 the Board held seven scheduled meetings, four of which were in connection with the quarterly financial reports, one by circulation in connection with the preparations for the AGM and one to adopt the budget. An additional Board meeting was also held during the year in direct connection with the May meeting (the day after), where other issues beyond the quarterly report were discussed. Directors’ attendance at the year’s Board meetings is shown in the table below.
The Board has established a Compensation Committee consisting of previous Chairman Fredrik Lövstedt and Mats H. Nilsson to prepare proposals on remuneration and other terms of employment for Senior Executives. In 2015 the Committee held four meetings, which both members attended. During the year the Compensation Committee, which is a drafting committee, addressed, among other things, the right of first refusal in the incentive scheme adopted by the 2015 AGM and a change in the CEO’s employment contract pertaining to the term of notice.
Björn Borg’s Board of Directors has established an Audit Committee consisting of previous Chairman Fredrik Lövstedt and Mats H Nilsson as well as Christel Kinning, who in the second half of the year replaced Kerstin Hessius, who stepped down from the Board at the AGM in May 2016. 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 2016, all in connection with the quarterly reports. All of the Committee’s members attended these meetings, with the exception that Fredrik Lövstedt did not attend the meeting in November concerning the quarterly report for the third quarter. In 2016 the CEO attended the meetings as a co-opted member. The Audit Committee is a drafting committee.
In 2015 the Board held six meetings, four of which were in connection with the quarterly financial reports, one in connection with the preparations for the AGM and one strategy meeting that included the adoption of the budget. For directors’ attendance at the year’s Board meetings please refer to the Corporate Governance Report.
The Board has established an instruction for the CEO’s work and role, which in its current wording was adopted on August 18, 2016. 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 87 of the annual report.