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Corporate Governance

Corporate Governance

 

Duni AB is a Swedish public limited company (publikt aktiebolag) and has been listed on the NASDAQ Stockholm Mid Cap list since November 14, 2007. Duni is governed via General Meetings, the Board of Directors and the CEO, as well as Duni’s Group Management, in accordance with the Swedish Companies Act, the Company’s Articles of Association and the rules of procedure and internal guidelines 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 except for one rule, 9.2. Thomas Gustafsson is a member of the Remuneration Committee although he cannot be considered independent of the Company and management because he was CEO of Duni between December 2012 and October 2017. The reason for the deviation from the Code in this case is that Thomas Gustafsson is very well acquainted with the Company’s circumstances in issues such as employee situations, talent provision and remuneration structures given his many years as CEO and before that director at Duni.

General shareholders´ meetings

At the General Meeting, the shareholders decide upon key issues. Among other things, the General Meeting adopts the income statements and balance sheets, resolves upon allocation of the Company’s earnings, discharge from liability for the directors and the CEO, election of the Board of Directors and auditors, as well as the remuneration of the Board of Directors and auditors.

Pursuant to the Swedish Companies Act, notice of Duni’s Annual General Meeting must be issued no earlier than six weeks and no later than four weeks prior to the meeting. Notice shall be issued through an announcement in Post och Inrikes Tidningar (The Official Gazette) and on Duni’s website. The fact that notice has been issued shall be announced in Svenska Dagbladet and in Sydsvenska Dagbladet. In order to participate at the Annual General Meeting, a shareholder must notify the Company no later than the date stated in the notice.

Annual general meetings

Nomination committee

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 serve on the Nomination Committee, which is charged with presenting proposals to the Annual General Meeting in 2021 regarding the composition of Duni's Board of Directors, etc.:

Mr Johan Andersson, Mellby Gård Investerings AB
Mr John Strömgren, Carnegie fonder 
Mr Bernard R. Horn, Jr., Polaris Capital Management, LLC
Mr Thomas Gustafsson, Chairman of Duni AB

Annual General Meeting 2020

During the period pending the 2020 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 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 proposed the re-election of the directors Pauline Lindwall, Alex Myers and Thomas Gustafsson and new election of Morten Falkenberg, Pia Marions and Sven Knutsson at the Annual General Meeting 2020. Magnus Yngen and Pia Rudengren had declined re-election.

Board of directors

Thomas Gustafsson

Born 1965

Vice CEO and board member of Mellby Gård AB, Chairman of the board of Smart Eyes International AB and OJ Holding Sweden AB and board member of KappAhl AB (publ), Topeja Holding AB and Aros Kapital AB

Work experience: CEO of Duni AB (publ) 2012-2017, previous responsible for overseeing Mellby Gård’s consumer goods companies and before then President and CEO of 2E Group AB (publ). Senior executive positions at Spendrups Bryggeri AB, Brämhults Juice AB and Eckes Granini GmbH

Diploma in Business Administration

Shares in Duni: 26,400

Not considered as independent of the company, the company management or Duni’s major shareholders

pauline Lindwall

Born 1961

Director McKesson Europe AG, Lantmännen and Swedish Match

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.

Elected 2014

Shares in Duni: 1,000

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

Alex Myers

Born 1963

President and CEO Andromeda Group
Chairman of the Board, NoseOption AB

Work experience:

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

Elected 2013

Shares in Duni: 7,000

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

Sven Knutsson

Born 1969

CEO of Mellby Gård Innovation och Tillväxt AB. Chairman of the Board at Klarahill AB and Söderberg & Haak Maskin AB. Board member in KappAhl AB (publ), Open Air Group AB, Hedson Technologies AB and OJ Holding AB (Oscar Jacobson).

Work experience: Previous experience from various industries such as Thule Group, Cardo Flow Solutions and Alfa Laval and as CFO of Boxon AB.

Mr Knutsson holds an MBA in economics from Lund University.

Elected 2020

Shares in Duni: 2 000

Independent in relation to the company, the company management but not in relation to Duni’s major shareholders.

pia Marions

Born 1963

CFO at Skandia Group
Board member of Vitrolife AB (publ), Skandiabanken Aktiebolag (publ) and Skandia Fastigheter AB.

Work experience: CFO at Folksam, Carnegie Group and Skandia Liv and as Chartered accountant and senior positions at Royal Bank of Scotland, Länsförsäkringar Liv and the Swedish Financial Supervisory Authority.

Ms Marions holds a M.Sc. in Business and Economics from Stockholm University.

Elected 2020

Shares in Duni: 1 000

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

Per-Åke Halvordsson

Born 1959

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

Elected 2005

Shares in Duni: 3,000

Not independent in relation to the Company.

David Green

Born 1978

Employee representative for LO/Pappers

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

Elected 2018

Shares in Duni 0

Not independent in relation to the company

BOARD & BOARD COMMITTEES

 BoardAuditRemuneration
Thomas Gustafsson chairman, not independent*,**) member member

Morten Falkenberg

member, independent member
Pauline Lindwall member, independent chairman
Alex Myers member, independent
Pia Marions member, independent chairman

Sven Knutsson

member, not independent**) member

 

Per-Åke Halvordsson

union representative, not independent**)

David Green

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. The Remuneration Committee shall also follow and evaluate the guidelines for the remuneration of senior executives adopted by the Annual General Meeting. Remuneration and benefits for company management are evaluated through comparisons with market data provided by external sources. Such data demonstrates that Duni has competitive remuneration levels and that the total remuneration package is reasonable and not excessively high. The Remuneration Committee evaluates bonus policies prior to each new year. Once a year, the Remuneration Committee evaluates senior executives and also certain second-​tier managers in accordance with a systematic procedure. 

The Remuneration Committee held three meetings in 2019 and comprises three members: Pauline Lindwall (Chairman), Thomas Gustafsson and Magnus Yngen. Duni’s CEO attends the meetings, except for matters regarding his own remuneration, 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. 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 2018 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

mats lindroth

Born 1960

Acting President and CEO since July 2020 and Executive Vice President Finance/CFO at Duni since 2009. He has been employed at Duni since 1987. 
Mats Lindroth holds a MSc in economics and business administration from the Stockholm School of Economics. 

Shareholdings (own and related parties): 25 200 shares
Synthetic share options: 12,500 shares

Malin CulliN

Born 1972

Executive Vice President HR and Sustainability since January 2020

Malin comes from the role as Global Employer Branding & Talent Manager at INTER IKEA Group and has prior to that worked within the field of HR in several different companies, such as Tarkett and Lyckeby Culinar. Malin has combined 18 years of experience within HR from a variety of positions.  

Malin Cullin holds a Bachelor’s degree in Human Resources and exam as officer in the Marines, submarine

Shares in Duni (own and related parties): 0
Synthetic share options: 0

 

Marielle Noble

Born 1974

Executive Vice President Communications and Strategic Development since September 2018.

Marielle has been employed at Duni since 2011 and has most recently been Marketing Director for Business Area Table Top, and prior to that, Marketing Director for Business Area Consumer. She has a solid background in marketing and corporate communications also from previous positions within PartnerTech and AudioDev.

Marielle Noble has a Bachelor of Communications from Lund University.

Shareholdings (own and related parties): 500 shares
Synthetic share options: 0 shares

magnus carlsson

Born 1976

Executive Vice President Corporate Development since September 2018.

Magnus has been employed at Duni since 2009 and comes from a position as Group Controller. Before that he worked in different controlling positions at Lindab AB and most previously as Business Controller Lindab Ventilation.

Magnus Carlsson has a Master’s degree in Business Administration and Finance and a Bachelor of Science in Politics and Economics from Lund University.

Shareholdings (own and related parties): 1,500 shares
Synthetic share options: 37,500 shares

LINUS LEMARK

Born 1977

Executive Vice President Commercial since January 2020 and has been a member of the Duni Management Team since May 2012.  

Linus Lemark has been employed at Duni since 2007 and comes from a position as Director Business Area Meal Service which he will maintain until we find a successor. Before that he was 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.

Shareholdings (own and related parties): 5,000 shares
Synthetic share options: 37,500 shares

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 a unit within the Parent Company.

Sustainability is an integral part of the Group’s operations and of the annual report as of 2019. The sustainability report provides information about the Duni Group’s corporate social responsibility (CSR) program, which describes the Duni Group’s work in identified risk areas and reports on results and goals for its business.

Operational risks

Duni Group is exposed to a number of operational risks that are important to manage. The development of attractive product ranges, particularly the Christmas collection, is very important in order for the Group to achieve sound sales and income growth. Duni Group addresses this issue by constantly developing its range. Approximately 25% of the collection is replaced each year in response to existing trends and to shape new trends. A weaker economic climate, or other unforeseen events such as a pandemic, 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 could impact volumes and gross margins through factors such as increased discounts and customer bonuses. Fluctuations in prices of raw materials and energy constitute an operational risk that could have a material impact on the Group’s EBIT. In addition, Brexit may impact Duni Group’s operations in the UK.

Financial risks

The Group’s financial management and its management 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 risks and liquidity risks. These risks are controlled in an overall risk management policy that focuses on unforeseen events in the financial markets and endeavors to minimize potential adverse effects on the Group’s financial results. The risks for the Group are also related to the Parent Company in all essential respects. Duni Group's management of financial risks is described in greater detail in the Annual Report for the year ended on December 31, 2019.

Auditors

At the Annual General Meeting held on May 12, 2020, PricewaterhouseCoopers AB was re-​elected auditor, with Carl Fogelberg as auditor-​in-charge.

The auditors review the annual accounts and the Annual Report as well as the Company’s ongoing operations and procedures 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 and February. Thereafter, compliance with the Annual General Meeting’s guidelines for remuneration of senior executives is audited. The auditors attend all meetings of the Audit Committee during the year. In October, an interim audit is performed in combination with a general review of Duni’s third quarter report.

In addition to Duni, Carl Fogelberg is also the auditor-​in-charge for companies such as Öresundsbro Konsortiet I/S and Sparbanken Sjuhärad AB (Publ) and co-​signing auditor for Haldex and Eniro AB. Carl Fogelberg is an authorized public accountant and member of FAR SRS. Apart from the audit engagement, fees to PwC for other engagements during 2019 totaled SEK 2.8 (2018: SEK 4.7 m). For detailed information about the remuneration of external auditors, see Note 9 Remuneration for auditors.

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