Audit Committee

The main duty of the Audit Committee (AC) is to audit the Group’s accounting and financial reporting, as well as to remain in continuous contact with the auditors and review their work plan and fees. Furthermore, the AC is to assist the Nomination Committee in its choice of auditors and their fees prior to those AGMs at which the appointment of auditors takes place. In 2019, the AC was established as Cecilia Fasth (Chair) and Teresa Enander (member). The CFO, the Group’s Legal Counsel (GLC) and the auditor attended all three AC meetings during the year. All members of the AC attended the three meetings during 2023 and so too the CFO, the GLC and the auditor. The Chair of the AC gave a brief report to the Board at the February, August and December Board meetings.

Remuneration Committee

The work of the Remuneration Committee is, on behalf of the Board, to prepare and negotiate issues concerning the salary and other remuneration to the CEO, and to approve the CEO’s proposals for salaries and remuneration for the other members of senior management. Its duties also include examining the fees to Board members in the event that they are engaged as consultants by the company’s management. The Committee also addresses any Group-wide bonus system and share option programmes. Decisions concerning remuneration for the CEO are determined by the Board. The Remuneration Committee consists of Jan Svensson (Chairman of the Board) and Eric Douglas (Vice Chairman of the Board). The Committee has had two meetings during the year, at which both members were present.

The Nomination Committee is to be formed after the Chairman of the Board has identified the four largest shareholders in the Company in terms of the number of votes that are to make up the Nomination Committee along with the Chairman who is co-opted. The identity of these shareholders is to be based on the shareholders’ register and list of nominees maintained by Euroclear Sweden AB and refer to those shareholders registered under their own names or as members of an owner group as per 31 August 2023. It shall not be necessary to change the composition of the Nomination Committee if only marginal changes in the ownership of shares occur after this date. The mandate for the Nomination Committee is until a new Nomination Committee is appointed.

Nomination Committee for the Annual General Meeting in 2024

The Nomination Committee consists of the following individuals together with the names of the shareholders they represent; Jan Svensson as Chairman of the Board of Fagerhult Group AB, Johan Hjertonsson, Investment AB Latour, Jan Särlvik, Fjärde AP-Fonden, Björn Henriksson, Nordea Funds and Sussi Kvart, Handelsbanken.

The Nomination Committee for the 2024 AGM is described above. The Committee’s representatives have broad and extensive experience of Board work and work on Nomination Committees.

The work of the Nomination Committee

The work of the Nomination Committee takes place during the end of the financial year and at the start of the new financial year. Prior to an AGM at which auditors are to be appointed, the Nomination Committee collaborates with the Audit Committee, which works with the evaluation of the work of the auditors. The Nomination Committee is to observe the guidelines that apply to independent Board members under the Swedish Corporate Governance Code when making nominations to the AGM. Shareholders have the opportunity to submit written proposals to the Nomination Committee.

Questions regarding the nomination committee shall be addressed to the Fagerhult Group’s CFO Michael Wood, michael.wood@fagerhultgroup.com.