The Nomination Committee s reasoned statement regarding proposals for a Board of Directors of SSAB AB (publ)

Transcription

1 Appendix 3 The Nomination Committee s reasoned statement regarding proposals for a Board of Directors of SSAB AB (publ) The Nomination Committee proposes the re-election of the current directors Anders G Carlberg, Sverker Martin-Löf, Anders Nyrén, Matti Sundberg, John Tulloch and Lars Westerberg, and the election of new directors, namely Annika Lundius, Jan Johansson and Martin Lindqvist. It is also proposed that Sverker Martin-Löf be re-elected as Chairman of the Board. The Nomination Committee s proposal thus entails that during its next term of office the Board will continue to comprise nine directors. According to the by-laws, the Board shall comprise no fewer than five and no more than 10 directors, in addition to employee representatives. No alternate directors will be appointed. The Nomination Committee has reviewed the evaluation made regarding the Board's work. This evaluation demonstrated, among other things, that the current directors represent broad expertise, and possess both sound industrial and financial know-how as well as knowledge of international conditions and markets. Primarily as a consequence of the major corporate acquisition in North America in 2007, in recent years particular focus has been placed on strategic issues. During the next few years, the Board's ambition is to focus more on issues of operational nature. The directors have displayed great commitment and the level of attendance at Board meetings has been high. The directors have also evaluated the work of the Chairman of the Board, without the Chairman being present. The directors have thereupon concluded that the work has been conducted in a very meritorious manner which ensures an open and constructive dialogue in which the issues of greatest importance for the Company are addressed. The Chairman's approach to the work also warrants for an extremely positive climate of cooperation between the Board, the committees and the President. Thus, all in all the Nomination Committee has been able to conclude that the work of the Board functions extremely well.

2 The Nomination Committee has considered the issue of the number of directors and concluded that the Board's current number of nine directors is appropriate in light of the Company's marketgeographic spread and taking into account the Company s relatively complicated focus on niche products and thereby associated service concepts. Carl Bennet and Marianne Nivert have declined re-election and Olof Faxander has left the position of President of the Company. Thus, three seats on the Board are vacant and it is therefore important that the other directors remain to ensure continuity in the Board work. The work of identifying new candidates for election has resulted in a strong preference for two persons, namely Annika Lundius and Jan Johansson (see the detailed presentation below), both of whom are considered to possess the knowledge and experience which can make a valuable contribution to the work of the Board in the future. In addition, it is proposed that the Company's new President, Martin Lindqvist, replace Olof Faxander on the Board. In producing its proposal for a Board of Directors, the Nomination Committee has particularly taken into account the needs in terms of the Board s skills and composition which are imposed by the Company's strategic development, international operations, as well as governance and control. The Nomination Committee has also taken into account the need for diversity and breadth on the Board in terms of skills, experience and background, the need for constant renewal of the Board, as well as the gender breakdown of the Board. Upon an overall assessment, among other things in light of the evaluation of the Board which has been carried out, the Nomination Committee believes that, taking into consideration the Company's operations, stage of development and circumstances in general, the composition of the proposed Board is suitable to meet the demands that the Company s operations will impose. The Nomination Committee has compiled the information presented below regarding the proposed candidates (stated shareholdings include shares held by closely-related persons and closely-related companies), which also includes the Nomination Committee s assessment of each candidate s independence in relation to the Company and major shareholders: Sverker Martin-Löf Born: 1943 Director and Chairman of the Board since 2003

3 Shareholding: 21,563 shares Licentiate of Technology. Board Chairman: Industrivärden, SCA and Skanska. Deputy Board Chairman: Ericsson. Director: Handelsbanken. Formerly President and CEO, SCA. Independent in relation to the Company but not independent in relation to its major owners. Anders G Carlberg Born: 1943 Director since 1986 Shareholding: 6,000 shares M.Sc. in Economics. Board Chairman: Höganäs. Director: Axel Johnson, Mekonomen, Beijer Alma, Sapa, Sweco and SäkI. Formerly President and CEO, Nobel Industrier, J.S. Saba and Axel Johnson International, and Vice President, SSAB. Martin Lindqvist Born: 1962 Shareholding: 17,109 shares Bachelor of Science in Economics. President and CEO, SSAB since Employed at SSAB since Previously Head of SSAB EMEA business area, CFO of SSAB AB, CFO of SSAB Strip Products and Chief Controller, NCC. Independent in relation to the Company s major owners but not independent in relation to the Company. Annika Lundius Born: 1951 Shareholding: 0 shares

4 LLM. Deputy Director-General of the Confederation of Swedish Enterprise. Director: Storebrand ASA. Formerly Director General Legal Affairs and Director General Financial Institutions and Markets, Swedish Ministry of Finance and CEO, Swedish Insurance Federation and Swedish Insurance Employers Association. Jan Johansson Born: 1954 Shareholding: 0 shares LLM. President and CEO, SCA. Director: SCA and Handelsbanken. Formerly President and CEO, Boliden AB as well as senior positions within Vattenfall and the Shell Group. Anders Nyrén Born: 1954 Director since 2003 Shareholding: 2,812 shares M.Sc. in Economics, MBA. President and CEO, Industrivärden. Chairman: Sandvik. Deputy Board Chairman: Handelsbanken. Director: Ericsson, the Ernström Group, Industrivärden, SCA, Volvo and the Stockholm School of Economics. Formerly Vice President, Skanska. Independent in relation to the Company but not independent in relation to its major owners. Matti Sundberg Born: 1942 Director since 2004 Shareholding: 10,000 shares

5 Mining Counsellor, M.Sc. in Business and Economics, Econ.dr h.c. Board Chairman: Chempolis Oy and the Finnish Ski Association. Director: Boliden, Skanska and FIS. Formerly President and CEO, Valmet/Metso and Ovako Steel. John Tulloch Born: 1947 Director since 2009 Shareholding: 15,000 shares Bachelor of Agricultural Science (majored in Agricultural Economics) and Master of Science. Formerly. Executive Vice President, Steel & Chief Commercial Officer i IPSCO and Executive Vice President, SSAB and President, Division IPSCO. The Company has informed the Nomination Committee that John Tulloch has a consultancy agreement with SSAB s American subsidiary under which he is retained to provide advice on North American industry and the customer issues. The consultancy engagement is non-operational in nature and does not conflict with his position as a director. Independent in relation to the Company s major owners, but not independent in relation to the Company. Lars Westerberg Born: 1948 Director since 2006 Shareholding: 10,000 shares Civil Engineer and MBA. Board Chairman: Autoliv, Husqvarna and Vattenfall. Director: Volvo and Sandvik. Formerly President and CEO, Autoliv and Gränges.