Duni AB is a Swedish limited public company which has been listed on NASDAQ in Stockholm since November 14, 2007. Governance of Duni takes place through General Meetings, the Board of Directors and the CEO, as well as Duni’s group management, in accordance with, among other things, the Swedish Companies Act, the Company’s Articles of Association and rules of procedure for the Board of Directors and the CEO. Representatives from Duni’s group management also serve as directors on the boards of subsidiaries.
Duni has undertaken to NASDAQ Stockholm to apply the Swedish Corporate Governance Code (the “Code”), which is applied by all Swedish companies whose shares are admitted to trading on a regulated market in Sweden. Duni applies the Code in its entirety.
General shareholders´ meetings
The General Meeting is the highest decision-making body. Here, the shareholders exercise their influence by voting on central issues, such as the adoption of the income statements and balance sheets, allocation of the company’s profits, discharge from liability for the directors and the CEO, election of Board of Directors and auditors, and compensation to the Board of Directors and auditors.
In accordance with the Swedish Companies Act, notice to attend Duni's annual general meeting must be given not earlier than six weeks and not later than four weeks prior to the meeting. Notice should be given through an announcement in Post och Inrikes Tidningar (The Official Gazette) and on Duni's website. Information about the notice is announced in Svenska Dagbladet and Sydsvenskan. In order to participate at a general meeting, a shareholder must notify the company thereof not later than the date stated in the notice.
During the period pending the 2015 Annual General Meeting, the Nomination Committee held two meetings at which minutes were taken. The work of the Nomination Committee begins by reviewing the independent evaluation of the current Board, which is carried out each year. The Nomination Committee considers that the Board functions well, that a composition comprising only five members provides for an effective Board of Directors, and that all directors are duly engaged and committed. The Nomination Committee proposes the re-election of all directors. At the 2015 Annual General Meeting.
The Nomination Committee nominates the persons to be proposed at the Annual General Meeting for election to Duni’s Board. Proposals are also produced regarding auditor fees, Board fees for the Chairman of the Board and other directors, as well as compensation for committee work. All proposals are presented at the Annual General Meeting as well as in the notice to attend and on the website prior to the Annual General Meeting. The Nomination Committee shall be comprised of representatives of Duni’s three largest shareholders as per September 30. Board Chairman Anders Bülow convened the Nomination Committee in October 2014 and the composition was presented on November 4, 2014.
Board of directors
BOARD & BOARD COMMITTEES
chairman, not independent
union representative, not independent
union representative, not independent
The Remuneration Committee prepares issues concerning remuneration and other benefits for corporate management, while decisions thereon are taken by Duni’s Board of Directors. Compensation and benefits for corporate management are evaluated through comparisons with market data provided by external sources. Such data demonstrates that Duni has competitive compensation levels and that the total compensation package is reasonable and not excessively high. Once a year, the Remuneration Committee evaluates the performance of senior executives and also certain second-tier managers in accordance with a systematic procedure.
The Remuneration Committee held four meetings in 2014. At the initial meeting held following the Annual General Meeting on May 6, 2014, Pauline Lindwall was appointed as a member of the Remuneration Committee. The other two members are: Magnus Yngen (Chairman) and Anders Bülow. The CEO participates at the meetings, as does the HR Director, who serves as a secretary at meetings of the Remuneration Committee.
Duni’s Audit Committee is responsible for ensuring the quality of the Company’s financial and business reporting. The Committee also evaluates Duni’s internal control processes and management of financial and operating risks. The Committee meets regularly with the Company’s auditors in order to obtain information regarding the focus and scope of the external audit and to evaluate the work of the external auditors. The evaluation also covers the scope of any non-audit-related work performed by the auditors on behalf of Duni. When preparing a proposal regarding the election of auditors and compensation for audit work, the Nomination Committee is assisted by the Audit Committee.
The Audit Committee held four meetings in 2014 and comprises three members: Pia Rudengren (Chairman), Anders Bülow and Alex Myers. The CFO and the Group Accounting manager, as well as the auditors, participate at all meetings.
President and Chief Executive Officer von Duni seit Dezember 2012.
Bevor er zu Duni kam, war Thomas Gustafsson für die Mellby Gård AB (Aufsicht über die Verbrauchsgüterunternehmen) und für die 2E Group AB (President and CEO) tätig. Weiterhin hatte er Führungspositionen bei Spendrups Bryggeri AB, Brämhults Juice AB und der Eckes Granini GmbH inne.
Thomas Gustafsson ist Aufsichtsratsmitglied der Smarteyes AB und war zwischen 2009 und November 2012 Aufsichtsratsmitglied von Duni.
Thomas Gustafsson hat ein Diplom in Business Administration.
Anteile an Duni: 26,400
Seit August 2013 Director Commercial Development. Zuvor – seit 2006 – war er Director of Sales Professional. Er ist seit 1995 bei Duni.
Leendert Amersfoort hat einen Abschluss in Marketing und Business Administration der Hoge Economische School Utrecht BA in Holland.
Anteile an Duni: 0
Chief Financial Officer bei Duni seit 2009, im Unternehmen seit 1987. Mats Lindroth hat einen MSc in Economics und Business Administration der Stockholm School of Economics.
Anteile an Duni: 25, 200
Director Operations bei Duni seit 1. März 2015.Fredrik Malmgren hat zuvor eine Stellung als Gründungspartner bei Montell & Partners AB bekleidet, wo insbesondere die Abwicklung von Produktionsleitungs- und Lieferkettenprojekten für multinationale Unternehmen zu seinen Aufgaben zählte.
Aufsichtsratsmitglied bei Montell & Partners AB.
Fredrik Malmgren hat einen MSc in Automation Engineering des Chalmers Institute of Technology, Gothenburg, inne.
Anteile an Duni: 0
Director HR bei Duni seit April 2014.
Kettil Wedin hatte vor seinem Wechsel zu Duni eine Stellung als Partner der Headlight International AB (Führungskräftesuche) inne. Auch war er mehrere Jahre als Group Controller und Sales Manager bei der Spendrups AB beschäftigt.
Kettil Wedin hat einen BSc in Economics and Business Administration der Universität Uppsala inne.
Anteile an Duni: 2,000
Entwicklungsdirektor bei Duni seit 2012.
Thomas Lööb ist seit 1996 by Duni angestellt und war in verschiedenen Positionen im Bereich der Forschung & Entwicklung tätig.
Thomas Lööb ist Vorsitzender im Aufsichtsrat von Rexcell Tissue & Airlaid seit 2014.
Thomas Lööb studierte in Lund Master of Science Chemical Engineering.
Anteile an Duni: 4,000
Director Business Area Table Top seit November 2015 und zuvor Director Business Area Consumer seit August 2012.
Robert Dackeskog kam von der Findus-Gruppe zu Duni, wo er zuletzt Managing Director von Findus Dänemark und Foodservice & Export Director innerhalb von Findus Schweden war.
Robert Dackeskog hat einen MSc in Business Administration der University Gothenburg inne.
Anteile an Duni: 5,000
Leiter des Geschäftsbereichs Meal Service seit Mai 2012.
Linus Lemark war zuvor Innovation Director bei The Absolut Company AB und Vice President bei Aquavit in New York.
In den Jahren 2007-2009 war Linus Lemark Corporate Development Manager bzw. Marketing Manager von Duni Food Solutions bei Duni.
Linus Lemark hat einen MSc in Economics and Business Administration der Stockholm School of Economics.Anteile an Duni:
Anteile an Duni: 5,000
Director Business Area Consumer & Corporate Marketing seit November 2015 und zuvor Director Corporate Marketing & Communications seit September 2013.
Zuvor arbeitete Tina Andersson in der Position als Marketing and Innovations Director bei der Firma Hilding Anders und in der Zeit davor als Marketing and Innovations Director at Findus.
Aufsichtsratsmitglied der Midsona AB und der Wihlborgs Fastighets AB, Aufsichtsratsmitglied bei Duni zwischen 2011 und August 2013.
Tina Andersson hat einen Master of Science in Business and Economics der Universität von Lund.
Anteile an Duni: 0
Leiter des Geschäftsbereichs New Markets seit Januar 2014.Zuvor Director Business Development/New Markets und davor President der Rexcell Tissue & Airlaid AB seit 2007.
In früheren Jahren war Herr Söderstjerna als Chief Executive Officer der Zarlink Semiconductor AB, der Advanced Printing Ascherleben GmbH und der Finotech Verbundstoffe GmbH tätig.
Patrik Söderstjerna hat einen MSc in Mechanical Engineering der Faculty of Engineering der Universität Lund inne.
Anteile an Duni: 6,000
Risk factors for Duni
A number of risk factors may affect Duni's operations in terms of both operational and financial risks. Operational risks are normally handled by each operating unit and financial risks are managed by the Group's Treasury department, which is included as a unit within the Parent Company.
Duni is exposed to a number of operational risks which it is important to manage. The development of attractive product ranges, particularly the Christmas collection, is very important in order for Duni to achieve satisfactory sales and income growth. Duni addresses this issue by constantly developing its range. Approximately 25% of the collection is replaced each year in response to, and to create new, trends.
A weaker economic climate over an extended period of time in Europe could lead to a reduction in the number of restaurant visits, reduced consumption and increased price competition, which can impact on volumes and gross margins. Fluctuations in prices of raw materials and energy constitute an operational risk which has an impact on Duni's operating income.
Duni’s finance management and its handling of financial risks are regulated by a finance policy adopted by the Board of Directors. This work is presided over and managed by the Group's Treasury, which is included as a unit within the Parent Company. The Group divides its financial risks between currency risks, interest rate risks, credit risks, financing and liquidity risks. These risks are controlled in an overall risk management policy which focuses on unforeseeability on the financial markets and endeavors to minimize potential adverse effects on the Group’s financial results. Duni's management of financial risks is described in greater detail in the Annual Report as per 31 December 2014.
With respect to Duni's long-term financing, since 2007 this has been secured through a financing agreement which extends until May 2015.
At the Annual General Meeting held on May 6, 2014, PricewaterhouseCoopers AB was elected auditor, with Eva Carlsvi as auditor-in-charge.
The auditors review the annual accounts and the Annual Report as well as the Company’s ongoing operations and routines in order to express an opinion regarding the accounts and management by the Board of Directors and the CEO.
The audit of the annual accounts and Annual Report is conducted in January-February. Thereafter, compliance with the Annual General Meeting’s guidelines regarding remuneration for senior executives is audited. The auditors participate at all meetings of the Audit Committee during the year. In October, an interim audit is carried out in combination with a general review of Duni’s report for the third quarter.
Other than Duni, Eva Carlsvi has no engagements in companies over which Duni’s major owners, directors or the CEO have a significant influence. Eva Carlsvi is an authorized public accountant and member of FAR SRS.
Apart from the audit engagement, fees to PwC for other engagements during 2104 totalled SEK 5.6 m (2013: SEK 2.4 m).
Articles of association
The current articles of association were adopted at the Annual General Meeting held on May 6, 2009. They provide, among other things, that the registered office shall be in Malmö, that members of the Board of Directors shall be elected each year for a term of office until the close of the next Annual General Meeting, and that each share shall carry one vote.
The articles of association are adopted by the general shareholders' meeting and contain certain mandatory information of a fundamental nature for the company.
Duni's articles of association provide, among other things, that the directors are elected each year at the annual general meeting for a term until the close of the next annual general meeting. All shares in Duni carry equal voting rights.
§ 1 The company’s name is Duni AB (Reg. No. 556536-7488). The company is a public company (publ).
§ 2 The object of the company’s business is to, directly or indirectly, conduct business in production, development and sales of consumer related articles for serving and packaging of meals, and any other activities compatible therewith.
§ 3 The company’s registered office should be situated in Malmö, Sweden.
§ 4 The company’s share capital should be not less than SEK forty million ten thousand (40,010,000) and not more than SEK one hundred sixty million forty thousand (160,040,000).
§ 5 The company should have not less than thirty two million eight thousand (32,008,000) shares and not more than one hundred twenty eight million thirty two thousand (128,032,000) shares.
§ 6 The board of directors elected by the shareholders’ meeting should consist of not less than three (3) members and not more than twelve (12) members. In addition to the members of the board of directors elected yearly at the general annual meeting, a member of the board and deputy member of the board can from time to time be appointed in accordance with the Private Sector Employees Act (1987:1245).
§ 7 The company must have one (1) or two (2) auditors and one (1) or two (2) deputy auditors, or a registered public accounting firm be elected.
§ 8 The company’s financial year is to comprise 1st January – 31st December.
§ 9 Shareholders’ meeting is to be held yearly within six months from the end of each financial year. The shareholder’s meeting is to be held in Stockholm or Malmö, Sweden, at the discretion of the board of directors.
The following business shall be addressed at the annual shareholders’ meetings:
Election of a chairman of the meeting;
Preparation and approval of the voting list;
Election of one or two persons who shall approve the minutes of the meeting;
Determination of whether the meeting was duly convened
Approval of the agenda;
Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
Resolutions regarding a) The adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet; b) Resolutions regarding allocation of the company’s profits or losses in accordance with the adopted balance sheet; c) Resolutions regarding discharge of the members of the board of directors and the managing director from liability;
Determination of fees for members of the board of directors and auditors;
Election of the members of the board of directors and, where applicable, auditors and deputy auditors;
Other matters, which are set out in the Swedish Companies Act (2005:551) or the company’s articles of association.
§ 10 Notice convening a general meeting shall be given by announcement in Post- och Inrikes Tidningar and on the company's website. It shall be announced in Svenska Dagbladet that notice of a general meeting has been made. The notices shall be published within the time limits stipulated in the Swedish Companies Act (2005:551).
§ 11 Shareholders who want to participate in shareholders’ meetings are to notify the company not later than 4.00 pm CET the day which is specified in the notice to the meeting. The last-mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Years Eve and not fall earlier than the fifth weekday prior to the meeting.
§ 12 The company’s shares are to be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).