The roles of Chairman and Chief Executive Officer have always been separate and distinct. Henri de Sauvage Nolting serves as Chief Executive Officer and Mikael Norman, an independent director, serves as 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
The Board currently consists of 8 directors appointed by the Annual General Meeting. In addition, the employee organisations 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 ten, with the exact number of directors determined by every Annual General Meeting.
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.
The entire Board is elected annually which means that every director is elected for 1-year terms at the Annual General Meeting.
The Chariman of the board recieves SEK 730,000 and each of the other Board members elected by the AGM receives SEK 325,000. Fees for work on the Board committees shall be paid in the amount of SEK 100,000 for each member of the audit committee, SEK 150,000 for the Chairman of the audit committee, SEK 100,000 for each member of the remuneration committee and SEK 150,000 for the Chairman of the remuneration committee.
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.
Yes, at most meetings time is set aside for the Board to meet in session without Company management present.
PwC is Cloetta’s independent auditor. Shareholders ratify the appointment of Cloetta’s independent auditor annually at the Annual Shareholder Meeting. The Annual Shareholders Meeting in April 2022 approved the registered auditing company, Öhrlings PricewaterhouseCoopers AB (”PwC”), as auditor, until the end of the next Annual General 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.