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.
The following persons served on the Nomination Committee, which is charged with presenting proposals to the Annual General Meeting in 2017 regarding the composition of Duni's Board of Directors, etc.:
Mr Rune Andersson, Mellby Gård Investerings AB
Mr Bernard R. Horn, Jr., Polaris Capital Management, LLC
Mr Bo Lundgren, Swedbank Robur fonder
Mr Magnus Yngen, Chairman of Duni AB
During the period pending the 2017 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, including employee representatives. The Nomination Committee also notes that the Board is comprised of a sound and relevant mix of gender, skills and experience. The Nomination Committee proposes the re-election of the directors Johan Andersson, Pauline Lindwall, Alex Myers, Pia Rudengren and Magnus Yngen.
Chairman of the Board since 2016
President and CEO, Camfil
Board Chairman: Sveba Dahlen AB
Director: Dometic Group and Intrum Justitia
President and CEO, Dometic
President and CEO, Husqvarna
Executive Vice president, Electrolux
Mr Yngen holds a Master of Engineering and Licentiate of Technology from the Royal Institute of Technology, Stockholm.
Shares in Duni: 3,000
Independent in relation to the Company, company management and Duni’s larger shareholders
CEO and President and board member of Mellby Gård AB and several board assignments within the Mellby Gård Group
Work experience: CEO of Smarteyes International AB, employed at EQT Partners AB
Master of engineering, Chalmers University of Technology and MBA from INSEAD, Singapore
Shares in Duni: 14,094,500
Considered as independent of the company, the company management but not of Duni’s major shareholders
Director Celesio AG and Lantmännen
Work experience: Category Director Coffee France and Southern Europe, Kraft/Mondelez, Switzerland
Several years of experience in various executive positions within the Nestlé Group both in Asia and Europe such as Country Business Manager Nestlé Nutrition in Germany and Indonesia
Ms. Lindwall holds a Bachelor of Science in BAE from the University of Växjö.
Shares in Duni: 1,000
Independent in relation to the Company, company management, and Duni’s largest shareholders.
President and CEO, Getinge AB
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
Shares in Duni: 2,000
Independent in relation to the Company, company management, and Duni’s largest shareholders.
Board Chairman: Social Initiative AB.
Director: KappAhl AB, Swedbank AB and Tikkurila Oyj
Executive 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.
Shares in Duni: 1,200
Independent in relation to the Company, company management and Duni’s major shareholders.
Employee representative for PTK
Mr Halvordsson is employed as management and organization resource at Rexcell Tissue & Airlaid AB
Mr Halvordsson has undertaken PTK board training
Shares in Duni: 0
Not independent in relation to the Company.
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.
Shares in Duni: 0
Not independent in relation to the company.
|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**)|
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 2016 and comprises three members; Pauline Lindwall (Chairman), Johan Andersson 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.
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. A special iterm on the yearly agenda addresses fraud and anti-corruption. 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 2016 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.
President and Chief Executive Officer of Duni since December 2012.
Thomas Gustafsson’s most recent position was at Mellby Gård AB overseeing their consumer goods companies and, before that, he served as President and CEO of 2E Group AB (publ). Prior to that, he has served in senior executive positions at Spendrups Bryggeri AB, Brämhults Juice AB and Eckes Granini GmbH.
Thomas Gustafsson is a director of Smarteyes AB and was a director of Duni between 2009 and November 2012.
Thomas Gustafsson holds a Diploma in Business Administration.
Shares in Duni: 26,400
Chief Financial Officer at Duni since 2009 and has been employed at Duni since 1987.
Mats Lindroth holds a MSc in economics and business administration from the Stockholm School of Economics.
Shares in Duni: 25,200
Director Operations at Duni since 1 March 2015.
Fredrik Malmgren's most recent position was as founding partner at Montell & Partners AB, where he primarily focused on leading production and supply chain projects for multinational companies.
Fredrik Malmgren holds an MSc in Automation Engineering from Chalmers Institute of Technology, Gothenburg.
Shares in Duni: 6,100
HR Director at Duni since June 2016.
Sofie has been employed at Duni since 2007 and comes from a position as HR Manager for the Nordics. Before that she worked with Product Development in Table Top and as Category Manager for Meal Service. Prior to Duni, Sofie Lindström has held a Managerial position at Accenture.
Sofie has a Bachelor in Economics from Pacific Lutheran University in Seattle, USA.
Shares in Duni: 400
Corporate Development Director in Duni since 2012 and member of Duni Management Team since October 2015.
Thomas Lööb has been employed by Duni since 1996 and has held several positions within Innovation and R&D.
Chairman of the Board at Rexcell Tissue & Airlaid AB since 2014.
Thomas Lööb holds a Master of Science Chemical Engineering from University of Lund
Shares in Duni 6,000
Director Business Area Table Top since November 2015 and before that Director Business Area Consumer since August 2012.
Robert Dackeskog comes from the Findus group and has most previously been Managing Director Findus Denmark / Foodservice & Export Director within Findus Sweden.
Robert Dackeskog has a MSc in business administration from the University of Gothenburg.
Shares in Duni: 5,000
Director Business Area Meal Service since May 2012.
Linus Lemark has before that been Innovation Director at The Absolut Company AB and Vice President at Aquavit in New York.
During the years 2007-2009 Linus Lemark was Corporate Development Manager respectively Marketing Manager Duni Food Solutions at Duni.
Linus Lemark has a MSc in economics and business administration from the Stockholm School of Economics.
Shares in Duni: 5,000
Business Area Director Consumer since August 2016.
Anna has been employed at Duni since 2005 and comes from a position as Marketing Director for Consumer. Before that she worked as Sales Director for Consumer Nordics, and Business Controller at Table Top Nordics resp. Consumer. Prior to Duni, Anna has held a Management Consultant position at BearingPoint.
Anna Lundqvist has a Master’s degree in Business Administration from Lund University.
Shares in Duni: 0
Director Business Area New Markets since January 2014.
Previously Director Business Development / New Markets and before that President of Rexcell Tissue & Airlaid AB since 2007.
In the years before that Mr. Söderstjerna has been Chief Executive Officer of Zarlink Semiconductor AB, Advanced Printing Ascherleben GmbH and Finotech Verbundstoffe GmbH.
Patrik Söderstjerna has a MSc in mechanical engineering from the the Faculty of Engineering at Lund University.
Shares in Duni: 8,700
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 market demand and increased price competition, may affect volumes and gross margins partly through increased discounts and customer bonuses. 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. 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 2016.
At the Annual General Meeting held on May 3, 2017, 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.
In addition to Duni, Eva Carlsvi is also auditor-in-charge in respect of, among other companies, BE Group AB (publ), Eolus Vind Aktiebolag (publ), E.ON Nordic Aktiebolag and Kappahl AB (publ). Eva Carlsvi is an authorized public accountant and member of FAR SRS. Apart from the audit engagement, fees to PwC for other engagements during 2016 totalled SEK 4.8 (2015: SEK 3.0).
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.
The company’s name is Duni AB (Reg. No. 556536-7488). The company is a public company (publ).
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.
The company’s registered office should be situated in Malmö, Sweden.
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).
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.
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).
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.
The company’s financial year is to comprise 1st January – 31st December.
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:
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).
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.
The company’s shares are to be registered in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479).