INVESTOR RELATIONS

Corporate governance

On this page we present Nolato’s decision-making system, the Board of Directors and the Group Management.You can also study our corporate governance reports and read about remunerations.

Nolato’s corporate governance

Nolato is a Swedish limited company. Its corporate governance is based on Swedish legislation (primarily the Swedish Companies Act), the regulations set out by Nasdaq Stockholm, the Swedish Code of Corporate Governance and the rules and recommendations issued by relevant organisations.

 

Corporate governance report

Nolato’s formal corporate governance report specifies how the assessment of the Board’s work is conducted and reported. The latest report can be read here on this page, where also all reports back to 2007 are available.

 

Shareholder governance

Shareholders exercise their power of ownership at annual general meetings. Nolato’s A shares entitle holders to ten votes, and the B shares to one vote. There is no restriction on how many votes shareholders may cast at general meetings.

Resolutions at annual general meetings are normally passed by simple majority. On certain issues, the Swedish Companies Act stipulates a specific minimum percentage of the shareholders present and/or a larger majority.

The general meeting of the company, where the Board presents the annual accounts and auditor's report, is called the annual general meeting (AGM) and is usually held by Nolato in late April or early May. The AGM also addresses matters regarding dividends, the discharge of Board members and the CEO from liability, and the election of Board members, the Chairperson and auditors. The AGM also determines the fees payable to the Board and the auditors, guidelines for the remuneration of senior executives and the principles for appointing the Nomination Committee for the next AGM. 

Shareholders have the opportunity to ask questions about the company and its performance at the AGM. Shareholders also have opportunities to request that a particular issue be dealt with by submitting such a request in writing to the Board.

 

Auditor elected by AGM

The 2021 Annual General Meeting elected Ernst & Young AB as Nolato’s auditors until the end of the 2022 Annual General Meeting, with authorized public accountant Joakim Falck as the principal auditor.

Auditor

Joakim Falck, born in 1972. Authorized public accountant, Ernst & Young AB. Auditor of Nolato since 2018. Other clients include Xano Industri AB, Garo AB, Itab Shop Concept AB and Nefab.

Corporate governance report

ANNUAL GENERAL MEETING 2020

Nolato held its Annual General Meeting (AGM) on 4 May 2021 by postal vote in accordance with the temporary legislation on AGMs.

 

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Board of Directors

Fredrik Arp
Name

Fredrik Arp

More
  • Elected

    2009 (also member 1998–1999)

  • Position

    Chairman of the Board and Chairman of the Remuneration Committee.

  • Born

    1953

  • Education

    Master of Science (Economics) and Ec. Doctor h.c.

  • Other assignments

    Chairman of Bravida Holding AB, Gränges AB and Hövding AB. Board member of Vattenfall and Swedfund International.

  • Background

    CEO of Volvo Cars, Trelleborg, PLM.

  • Dependence

    Independent of the company and major shareholders.

Sven Boström-Svensson
Name

Sven Boström-Svensson

More
  • Elected

    2013

  • Position

    Board member

  • Born

    1973

  • Education

    Bachelor of Science (Chemistry) Master of Science (Analytical Chemistry) and Bachelor of Science (Economics)

  • Other assignments

  • Background

  • Dependence

    Independent of the company but not independent of major shareholders.

Lovisa Hamrin
Name

Lovisa Hamrin

More
  • Elected

    2017

  • Position

    Board member and member of the Remuneration Committee

  • Born

    1973

  • Education

    Master of Science (Economics and Business), Stockholm School of Eco­nomics and Bachelor of Science (Economic History)

  • Other assignments

    Chairman of the Carl-Olof and Jenz Hamrin Foundation. Board member of the Advisory Board of Jönköping International Business School.

  • Background

    Owner and President of Herenco AB, owner and Executive Chairman of Herenco Holding AB, senior management positions at Hall Media AB and Schibsted.

  • Dependence

    Independent of the company but not independent of major shareholders.

Åsa Hedin
Name

Åsa Hedin

More
  • Elected

    2014

  • Position

    Board member and member of the Audit Committee

  • Born

    1962

  • Education

    Master of Science (Biophysics), Bachelor of Science (Physics)

  • Other assignments

    Board member of Tobii AB, Cellavision AB, C-Rad AB, Immunovia AB and Industrifonden AB.

  • Background

    Deputy CEO of Elekta AB. Senior management positions at Siemens Healthcare and Gambro AB.

  • Dependence

    Independent of the company and major shareholders.

Erik Lynge-Jorlén
Name

Erik Lynge-Jorlén

More
  • Elected

    2020

  • Position

    Board member and Board’s representative for sustainability issues

  • Born

    1979

  • Education

    Bachelor of Education

  • Other assignments

  • Background

    Upper secondary school teacher.

  • Dependence

    Independent of the company but not independent of major shareholders.

Lars-Åke Rydh
Name

Lars-Åke Rydh

More
  • Elected

    2005

  • Position

    Member of the Board and chairman of the Audit Committee

  • Born

    1953

  • Education

    Master of Science (Engineering)

  • Other assignments

    Chairman of Danfo AB, Olja ek. för., Schuchardt Maskin AB, Chiffonjén AB and Prototypen AB. Board member of Nefab AB, Garo AB, Spectria Invest Fond AB, Söderbergs­­företagen AB, Hjo Verktyg AB and Östrand o Hansen AB.

  • Background

    President and CEO of Nefab.

  • Dependence

    Independent of the company and major shareholders.

Tomas Blomquist
Name

Tomas Blomquist

More
  • Elected

    2021

  • Position

    Board member

  • Born

    1970

  • Education

    Bachelor in market economy

  • Other assignments

  • Background

    President & CEO Biotage. Senior management positions within Abbott, Alere, Analyticon and Johnson & Johnson.

  • Dependence

    Independent of the company and major shareholders.

Håkan Svensson
Name

Håkan Bovimark

More
  • Elected

    2014 Deputy 2009–2014

  • Position

    Employee representative from PTK (Swedish Federation of Salaried Employees in Industry and Services)

  • Born

    1960

  • Education

    Upper secondary school. Certified member of the Board of PTK

  • Other assignments

    Deputy board member of
    Nolato Cerbo AB.

  • Background

    Employed at
    Nolato Cerbo.

  • Dependence

Björn Jacobsson
Name

Björn Jacobsson

More
  • Elected

    2015 (also member 2000–2013), Deputy 2014

  • Position

    Employee representative from LO (the Swedish Trade Union Confederation)

  • Born

    1971

  • Education

    Upper secondary school

  • Other assignments

    Board member of Nolato Gota AB.

  • Background

    Employed at Nolato Gota.

  • Dependence

For current shareholdings please go to the Board & Group mgmt holdings on the Share and Shareholders’ page. 

The working methods of the Board

The Board decides on the strategic direction of Nolato’s operations and prepares the necessary instructions. It establishes the Nolato Group’s management structure and appoints, dismisses and oversees the President and CEO.

Principles have been decided on at initial statutory Board meetings following the AGM with regard to rules of procedure for the Board’s work, the delegation of duties between the Board and the President and CEO, as well as financial reporting.

 

The key elements of these principles determine the following:

  • The Board shall establish a work programme comprising six ordinary meetings during the year, at which various matters according to the rules of procedure are considered at different Board meetings.
    Notice of the meeting, the agenda and documentation for the Board meeting will usually be distributed no later than one week prior to the meeting. Minutes with numbered points are taken at the meeting.
  • The delegation of duties clarifies the responsibilities of the Board and the key duties of the Chairman and the President and CEO. The instructions for the President and CEO include restrictions regarding decisions on investments, acquisitions, transfers and certain agreements.
  • To enable the Board to continually follow and monitor the Group’s financial position and performance, the President and CEO must provide the Board with monthly reports on sales, profit, capital commitment, cash flow, the balance sheet, forecast monitoring and forecast updates.
  • The Chairman of the Board organises and leads the work of the Board, to ensure it is performed in accordance with the Swedish Companies Act, other legislation and regulations, applicable rules for listed companies (including the Swedish Corporate Governance Code), and the Board’s internal governance instruments. The Chairman monitors operations through regular contact with the President and CEO and is responsible for ensuring that other Board members receive satisfactory information and decision-making documentation.

The Chairman is responsible for ensuring that the Board is kept continually updated and increases its knowledge of Nolato and generally receives the training required in order to carry out its work in an effective manner. Furthermore, the Chairman ensures that an annual evaluation of the work of the Board is conducted, and that the Nomination Committee is informed of the results.

Group Management

Christer Wahlquist
Name

Christer Wahlquist

More
  • Employed

    1996

  • Position

    President and CEO since February 2016

  • Born

    1971

  • Education

    Civilingenjör
    MBA

  • Background

    Business Area President
    MD in Group companies

  • WARRANTS

    38,000 (Series 2018/2021)
    4,000 (Series 2020/2023)

Per-Ola Holmström
Name

Per-Ola Holmström

More
  • Employed

    1995

  • Position

    Executive Vice President and CFO since 1995

  • Born

    1964

  • Education

    Bachelor of Science (Economics)

  • Background

    Authorized Public Accountant.

  • WARRANTS

    19,000 (Series 2018/2021)
    3,000 (Series 2020/2023)

Johan Iveberg
Name

Johan Iveberg

More
  • Employed

    2010

  • Position

    President of Medical Solutions since 2016

  • Born

    1969

  • Education

    Master of Science
    (Engineering)

  • Background

    Senior positions with Trelleborg, Akzo Nobel and Perstorp.
    MD in Group companies.

  • WARRANTS

    19,000 (Series 2018/2021)

Jörgen Karlsson
Name

Jörgen Karlsson

More
  • Employed

    1995

  • Position

    President of Integrated Solutions since 2009

  • Born

    1965

  • Education

    Polymer Engineering

  • Background

    Marketing manager.
    MD in Group companies.

  • WARRANTS

    19,000 (Series 2018/2021)

Johan Arvidsson
Name

Johan Arvidsson

More
  • Employed

    1994

  • Position

    President of Industrial Solutions since 2012 and MD of Nolato Hungary since 2008

  • Born

    1969

  • Education

    Master of Science
    (Engineering)

  • Background

    MD in Group companies.

  • WARRANTS

    19,000 (Series 2018/2021)

For current shareholdings please go to the Board & Group mgmt holdings on the Share and Shareholders’ page. 

Guidelines for the renumeration of Senior Executives

Guidelines for compensation of board members and senior executives adopted by the 2020 Annual General Meeting. The senior executives are the CEO and other members of group management.
The guidelines shall apply for the time being, but no longer than until the 2024 Annual General Meeting. The guidelines shall be applied for compensation that is agreed upon, and changes made to already agreed upon compensation. The guidelines do not cover Board remuneration or other compensation resolved upon by a general meeting of shareholders. 

 

Promotion of the Company’s business strategy, long-term interests and sustainability

The Company’s overall objective with its operations is to create long-term growth and stable return for the shareholders. The Company develops and manufactures polymer products and systems for leading customers in specific market areas. Further, the Company has a target-based approach to sustainable development, which creates benefits for the society and the group’s business operations. Sustainable development is an integrated part of the Company’s growth strategy and value creation. The Company’s sustainability work is systematic and targeted. The results are reported in detail in the groups yearly sustainability report. For further information regarding the Company’s business strategy, long-term interests and sustainability, see the Company’s website (www.nolato.com).

The implementation of the Company’s business strategy and capitalization on the Company’s long-term interests including the ability to meet expectations of a sustainable and responsible business enterprise requires that the Company, based on country of employment, has market-based and competitive remuneration levels and terms of employment in order to recruit and retain qualified employees within the group management with the right competence and experience. The guidelines ensure that senior executives can be offered a market-based and competitive total compensation package. The total compensation shall be based on the position, individual performance, the group’s earnings and that the compensation is in line with the going rate in the market and competitive in the country of employment.

 

Incentive programmes

The Company has established warrant-based incentive programmes for senior executives and other key persons in the group. The incentive programmes have been implemented at market terms and conditions in order to increase the interest for the Company’s business and earnings development. Further, the incentive programmes contribute to an ownership interest and increases the participants’ motivation and their affinity with the Company. Thus, the warrant-based incentive programmes have a clear coupling to the Company’s business strategy and capitalization on the Company’s long-term interests including the ability to meet expectations of a sustainable and responsible business enterprise. The participants may acquire warrants for the purchase of shares at market price. Subscription for B-shares at exercise of the warrants can be made after three years.

The warranty-based incentive programmes that were resolved at the Extraordinary General Meeting 2016 and at the Annual General Meeting 2019 are further described in note 27 in the Company’s 2019 Annual Report, which is kept available on the Company’s website (www.nolato.com).

Since share-based and share price–related incentive programmes are resolved by a general meeting of shareholders, these incentive programmes are not covered by these guidelines.  

 

Forms of compensation

The total compensation for senior executives is based on position, individual performance and the group’s earnings. The total compensation may consist of a fixed base salary, variable compensation, pension benefits and other benefits. This includes conditions for cessation of employment and severance pay. The total compensation shall be reviewed yearly to safeguard that the total compensation is in line with the going rate in the market and is competitive. Consideration shall then be taken with regard to position, the size of the Company, salary and the executive’s experience. A general meeting of shareholders can, notwithstanding these guidelines, decide on share-based and share-price related compensation.  

 

Fixed base salary 

The fixed base salary shall be related to the relevant market and shall reflect the degree of responsibility involved in the position. The fixed based salary shall constitute the basis for total remuneration. 

 

Variable compensation

In addition to fixed base salary, variable compensation may be payable to senior executives. The variable compensation shall be coupled to the outcome of financial ratios and is payable based on the achievement of the targets established by the Board. Positive earnings after financial items are required for the variable compensation to be payable. The criteria shall be formulated to promote the Company’s business strategy, long-term interests and sustainability. The variable compensation may amount to a maximum of 50 percent of base salary for the CEO, and a maximum of 40 percent of base salary for other senior executives. 

The Company’s sustainability work includes an environmental target meaning that carbon dioxide emissions should be reduced in the future in relation to objectives established by the Board. The group-wide ratio is ton carbon dioxide / net revenue. Variable compensation described above is divided as follows.

  • Result: 45 percent
  • Return on assets: 45 percent
  • Environmental goal carbon dioxide: 10 percent

The variable compensation will be calculated on financial and other ratios based on audited reports. The Remuneration Committee approves the remuneration of the CEO and other senior executives.  

Participants in the warranty incentive programmes are also offered compensation corresponding to half of the participant’s warrant premiums and the income tax charged on such compensation, provided that the participant’s employment in the group does not cease before three years have elapsed.

Variable compensation does not qualify as pensionable income.

 

Pension benefits

The CEO and other senior executives have a defined contribution pension plan prepared in accordance with the levels and practices that apply in the country of employment. The pension premium for senior executives may not exceed 35 percent of the fixed base salary based on the fixed base salary and age. For the CEO and other senior executives, a retirement age of 65 shall apply.

 

Other benefits

Other benefits, for example health insurance and car benefit, may be payable in accordance with the conditions that apply in the country which the senior executive is employed. However, such benefits should be as small as possible and may amount to a maximum of 10 percent of the fixed base salary unless compulsory rules or local practice requires that additional benefits are paid.  

 

Notice period and severance pay

Senior executives should be offered conditions in accordance with the legislation and practices applicable in the country in which the executive is employed. The notice period may not exceed 24 months. Total redundancy pay and severance pay may not exceed 24 months’ pay for the senior executives. Upon termination by the senior executive, the notice period may not exceed 6 months without the right to severance pay. During the notice period, senior executives shall be prevented from engaging in competing activities.  To the extent a Board member performs work for the Company, in addition to Board work, consultancy fees and other remuneration may be granted for such work in accordance with a decision by the Board. Other than the board remuneration resolved by the Annual General Meeting no further remuneration is paid for Board membership

 

Salary and terms of employment for employees

Salary and terms of employment for employees have been taken into account in the drafting of the Board’s proposal for these remuneration guidelines. In the evaluation of the fairness of the guidelines and the limitations that emanate from these the following has formed the basis for the Remuneration Committee’s and the Board’s decision-making:

i) Information on the employees’ total compensation.
ii) Compensation components.
iii) The increase in compensation and the rate of growth over time.

The development of the gap between the remuneration to senior executives and remuneration to other employees will be disclosed in the remuneration report

 

The decision-making process for adopting, reviewing and implementing the guideline

The Board shall prepare a proposal for new guidelines for the Annual General Meeting at least every fourth year. These guidelines shall be in force until new guidelines are adopted by the General Meeting. The Board has established a Remuneration Committee. The committee’s duties include conducting preparatory work for the Board’s decisions on proposed guidelines for compensation of senior executives, compensation and other terms of employment for this group. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the senior executives, the application of the guidelines for senior executive remuneration as well as the current remuneration structures and compensation levels in the Company. The Chairman of the Board can serve as chairman of the Remuneration Committee. Other members of the Remuneration Committee shall be independent of the Company and its senior executives.

The CEO and other senior executives do not participate in the Board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. 

If the Remuneration Committee uses the services of an external consultant, it is to ensure that there is no conflict of interest regarding other assignments this consultant may have for the Company or the senior executives.

 

Temporary deviation from the guidelines

The Board may temporarily resolve to deviate from the guidelines entirely or partly if the Board deems that in a specific case there is special cause for the deviation and a deviation is deemed necessary to safeguard the Company's long-term interests and to meet expectations of a sustainable and responsible business enterprise, or to ensure the Company’s financial viability. If such deviation is made it must be reported at the next Annual General Meeting. It is part of the Remuneration Committee’s duties to conduct preparatory work for the Board’s decision to deviate from the guidelines.