Corporate Governance

Corporate Governance

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.

Annual general meetings

Nomination committee

During the period pending the 2016 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 the directors Pauline Lindwall, Alex Myers, Pia Rudengren and Magnus Yngen and that Johan Andersson is elected as new member of the Board at the 2016 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 2015 and the composition was presented on October 28, 2015.

Board of directors

Magnus Yngen

Born 1958

Chairman of the Board since 2016

President and CEO, Camfil

Board Chairman: Sveba Dahlen AB

Director: Dometic Group and Intrum Justitia

Work experience:
President and CFO, Dometic
President and CFO, Husqvarna
Vice president, Electrolux

Mr Yngen holds a Master of Engineering and Licentiate of Technology from the Royal Institute of Technology, Stockholm.

Elected 2008

Shares in Duni: 3,000

Independent in relation to the Company, company management and Duni’s major shareholders

pauline Lindwall

Born 1961

Category Director Coffee, Mondelez International, Zürich

Director Celesio AG

Work experience:
Several years of experience in various management positions within the Nestlé Group both in Asia and Europe as Country Business Manager Nestlé Nutrition in Germany and Indonesia

Ms. Lindwall holds a Bachelor of Science in BAE from the University of Växjö.

Elected 2014

Shares in Duni: 0

Independent in relation to the Company, company management, and Duni’s largest shareholders.

Alex Myers

Born 1963

President and CEO, Getinge AB

Work experience
President and CEO, Hilding Anders Group
President, ArjoHuntleigh/Executive Vice President Getinge Group
Senior Vice President, Western Europe and Global Sales & Marketing as well as member of the management group of Carlsberg Breweries
Vice President Marketing & Innovation and member of the management group of Pripps-Ringnes (Orkla Drinks)
Several middle management positions at Unilever in Sweden and Germany

Mr Myers holds a BA in Organizational Behavior from Yale University, USA

Elected 2013

Shares in Duni: 2,000

Independent in relation to the Company, company management, and Duni’s largest shareholders.

pia rudengren

Born 1965

Board Chairman: Social Initiative AB.

Director: KappAhl AB, Swedbank AB and Tikkurila Oyj

Work experience:
Full-time executive director
Vice president, W Capital Management AB
CFO and member of the management group, Investor AB

Ms. Rudengren holds an MSc in Economics and Business Administration from the Stockholm School of Economics.

Elected 2007

Shares in Duni: 1,200

Independent in relation to the Company, company management and Duni’s major shareholders.

Per-Åke Halvordsson

Born 1959

Employee representative for PTK

Mr Halvordsson is employed as Production Manager Airlaid TM2 at Rexcell Tissue & Airlaid AB

Mr Halvordsson has undertaken PTK board training

Elected 2005

Shares in Duni: 0

Not independent in relation to the Company.

henry olsen

Born 1953

Employee representative for LO
Employee representative on the Board of Rexcell Tissue & Airlaid AB

Mr Olsen is employed as an operator at Airlaid TM3 at Rexcell Tissue & Airlaid AB.

Mr Olsen has undertaken Pappers board training.

Elected 2012

Shares in Duni: 0

Not independent in relation to the company.

BOARD & BOARD COMMITTEES

 BoardAuditRemuneration
Magnus Yngen chairman, independent member member
Pauline Lindwall member, independent chairman
Alex Myers member, independent member
Pia Rudengren member, independent chairman
Johan Andersson member, not independent*) member
Per-Åke Halvordsson union representative, not independent**)
Henry Olsen union representative, not independent**)
*) not independent in relation to Duni's larger shareholder
**) not independent in relation to Duni

Remuneration Committee

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 three meetings in 2015. At the initial meeting held following the Annual General Meeting on May 3, 2016, Johan Andersson was appointed as a member of the Remuneration Committee. The other two members are: Pauline Lindwall (Chairman) and Magnus Yngen. The CEO participates at the meetings, as does the HR Director, who serves as a secretary at meetings of the Remuneration Committee.

Audit 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 2015 and comprises three members: Pia Rudengren (Chairman), Magnus Yngen and Alex Myers. The CFO and the Group Accounting manager, as well as the auditors, participate at all meetings.

Management team

Thomas Gustafsson

Nacido en 1965

Presidente y consejero delegado de Duni desde diciembre de 2012.

El cargo más reciente de Thomas Gustafsson fue en Mellby Gård AB, donde se encargaba de supervisar sus empresas de bienes de consumo. Antes, prestó servicio como President y CEO de 2E Group AB (publ). Con anterioridad, había ocupado puestos de directivo ejecutivo en Spendrups Bryggeri AB, Brämhults Juice AB y Eckes Granini GmbH.

Thomas Gustafsson es miembro del consejo de administración de Smarteyes AB y lo ha sido del de Duni desde 2009 hasta noviembre de 2012.

Es diplomado en Administración de Empresas.

Acciones en Duni: 26,400

mats lindroth

Nacido en 1960

Es Chief Financial Officer de Duni desde 2009, donde trabaja desde 1987. 
Mats Lindroth es titular de un MSc en Economía y Administración de Empresas por la Stockholm School of Economics. 

Acciones en Duni: 25,200

fredrik malmgren

Nacido en 1974

Director Operations en Duni desde el 1 de marzo de 2015.
El puesto más reciente de Fredrik Malmgren fue el de socio fundador de Montell & Partners AB, donde se centraba principalmente en dirigir la producción y los proyectos de la cadena de suministro para empresas multinacionales.

Es miembro del consejo de administración de Montell & Partners AB.

Fredrik Malmgren es titular de un MSc en Ingeniería de Automatización por el Chalmers Institute of Technology de Gotemburgo.

Acciones en Duni:1,100

Kettil Wedin

Nacido en 1965

Director HR en Duni desde abril de 2014.

Kettil Wedin ha sido socio de la empresa de búsqueda de ejecutivos Headlight International AB. Antes, había ocupado durante varios años el puesto de interventor de grupo y gerente de ventas en Spendrups AB.

Ha obtenido un BSc en Economía y Administración de Empresas por la Uppsala Universitet.

Acciones en Duni: 2,000

Thomas Lööb

Nacido 1957

Director de Corporate Development en Duni desde 2012 y miembro del comité ejecutivo de Duni desde octubre 2015.

Thomas loob ha sido empleado por Duni desde 1996 y ha ocupado varios cargos dentro de la I & D.

Presidente de la Junta en Rexcell Tissue & Airlaid AB desde 2014.

Thomas Loob tiene un Master of Science Ingeniería Química de la Universidad de Lund

Acciones en Duni: 4,000

robert dackeskog

Nacido en 1971

Director Business Area Table Top desde noviembre de 2015 y anteriormente,  Director Business Area Consumer desde agosto de 2012.

Robert Dackeskog procede del grupo Findus y antes fue director gerente de Findus Denmark y director de servicios de alimentación y exportaciones en Findus Sweden.

Ha obtenido un MSc en Administración de Empresas por la University of Gothenburg.

Acciones en Duni: 5,000

linus lemark

Nacido en 1977

Es Director Business Area Meal Service desde mayo de 2012. 

Antes, Linus Lemark fue director de innovación en The Absolut Company AB y vicepresidente de Aquavit en Nueva York. 

Durante los años 2007-2009, fue Corporate Development Manager y Marketing Manager Duni Food Solutions en Duni.

Linus Lemark ha obtenido un MSc en Economía y Administración de Empresas por la Stockholm School of Economics.
Acciones en Duni: 5,000

Tina Andersson

Nacida en 1969

Director Business Area Consumer & Corporate Marketing desde noviembre de 2015 y anteriormente, Director Corporate Marketing & Communications desde septiembre de 2013.

Pertenece al consejo de administración de Midsona AB y Wihlborgs Fastighets AB y perteneció al de Duni entre 2011 y agosto de 2013.

Tina Andersson ha obtenido un máster de ciencias en Empresa y Economía por la Lund University.

Acciones en Duni: 0

patrik söderstjerna

Nacido en 1964

Es Director Business Area New Markets desde enero de 2014.
Previamente fue Director Business Development/New Markets y antes de eso, President de Rexcell Tissue & Airlaid AB desde 2007.  

En los años anteriores, el Sr. Söderstjerna fue consejero delegado de Zarlink Semiconductor AB, Advanced Printing Ascherleben GmbH y Finotech Verbundstoffe GmbH. 

Ha obtenido un MSc en Ingeniería Mecánica por la Facultad de Ingeniería de la Lund University.

Acciones en 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.

Operational risks

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.

Financial risks

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 2015.

Auditors

At the Annual General Meeting held on May 3, 2016, 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 2015 totalled SEK 3,0 m (2014: SEK 6,0 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:

  1. Election of a chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Election of one or two persons who shall approve the minutes of the meeting;
  4. Determination of whether the meeting was duly convened
  5. Approval of the agenda;
  6. Submission of the annual report and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group;
  7. 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;
  8. Determination of fees for members of the board of directors and auditors;
  9. Election of the members of the board of directors and, where applicable, auditors and deputy auditors;
  10.  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).

Corporate Governance documents