FAQ on Governance

  1. Where can I find information about Cloetta’s leadership?
  2. Are the roles of Chairman and Chief Executive Officer split or combined at Cloetta?
  3. What is the function of the Chairman?
  4. How many members are on Cloetta’s Board? Will this number change?
  5. How many committees does the Board have? What are they?
  6. How long is the term of each director? Do all directors’ terms run concurrently?
  7. How are members of the Board compensated for their service as directors?
  8. How many of Cloetta’s directors are independent?
  9. Do the Board meet in session without any members of Cloetta management present?
  10. How can I contact the Cloetta Board?
  11. Who is Cloetta’s independent auditor? How often do independent auditor personnel rotate?

 

1. Where can I find information about Cloetta’s leadership?

A current list of the Board members and Group Management can be found on the following pages: Board of Directors and Group Management

2. Are the roles of Chairman and Chief Executive Officer split or combined at Cloetta?

The roles of Chairman and Chief Executive Officer have always been separate and distinct. Henri de Sauvage Nolting serves as Chief Executive Officer and Lilian Fossum Biner, an independent director, serves as Chairman.

3. What is the function of the Chairman?

The Chairman is responsible for:

  • Calling meetings of the Board of directors and presiding over the Board meetings
  • Setting the agenda for Board meetings in consultation with the CEO and corporate secretary
  • Following the development of the company through ongoing contacts with the CEO, ensuring that the Board members receives information on the development of the company
  • Ensuring that all matters are dealt with in accordance with the Swedish Companies Act and the articles of association of the company
  • Acting as the Board spokesperson when the Board is not assembled

4. How many members are on Cloetta’s Board? Will this number change?

The Board currently consists of 7 directors appointed by the Annual General Meeting. In addition, the employee organizations have, according to Swedish law, appointed two directors and two deputy directors. Under Cloetta’s Articles of Association, the number of directors on the Board shall be at least three but no more than 10, with the exact number of directors determined by every Annual General Meeting.

5. How many committees does the Board have? What are they?

The Board has two standing committees: The Audit Committee and the Remuneration Committee. In addition, the Annual General Meeting has decided that the three largest shareholders and the Board shall appoint one representative each to the Nomination Committee.

6. How long is the term of each director? Do all directors’ terms run concurrently?

The entire Board is elected annually which means that every director is elected for 1-year terms at the Annual General Meeting.

7. How are members of the Board compensated for their service as directors?

The chairman of the Board receives SEK 620,000 and each of the other Board members receives SEK 285,000. Fees for work on the Board committees is paid in an amount of SEK 100,000 to each member of the audit committee and with SEK 150,000 to the chairman of the audit committee and with SEK 100,000 to each member of the remuneration committee and with SEK 150,000 to the chairman of the remuneration committee.

8. How many of Cloetta’s directors are independent?

All members of the Board are independent in relation to the company and management. Two of the Board members are not independent in relation to the largest shareholder.

9. Do the Board meet in session without any members of Cloetta management present?

Yes, at most meetings time is set aside for the Board to meet in session without Company management present.

10. How can I contact the Cloetta Board?

By e-mail via the Company Secretary at jacob.broberg@cloetta.com Or write to our Board at
Cloetta Board of Directors
Box 6036
SE-171 06 Solna
Sweden

11. Who is Cloetta’s independent auditor? How often do independent auditor personnel rotate?

KPMG is Cloetta’s independent auditor. Shareholders ratify the appointment of Cloetta’s independent auditor annually at the Annual Shareholder Meeting. As required by law, the initial engagement period of a statutory auditor or audit firm must not be for less than 1 year and must not exceed 10 years. The initial 10-year maximum duration period may be extended up to a total period of 20-years if an audit tender in accordance with certain requirements is conducted. In addition, law requires for ‘key audit partners’ to rotate after a maximum of 7 years, followed by a 3-year cooling-off period.

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