Work of the Board

Board proceedings during 2020

During the year, the Board held 13 meetings. The President presented his 100-day plan after joining the company and started a strategy review. The Presidents of all business areas presented their goals and strategies. The Board also reviewed the strategies and results from a number of the divisions. The Board received regular updates on the impact of the Covid-19 pandemic on the business and took some strategic decisions based thereon. The Board addressed matters related to the overall Group strategy, long-term financial and sustainability targets, IT, risk management, human resources, such as incentive programs, environment, health and safety, and issues concerning investments and operational restructuring and reviewed previously made investments. Further, the Board handled matters with respect to acquisitions and divestments, such as the decision to proceed with the process to separate the Sandvik Materials Technology (SMT) business area with the target to distribute SMT to the shareholders and separately list it, the acquisition of CGTech and the signing of the acquisition of DSI Underground. The Remuneration Committee, Audit Committee and the Acquisitions and Divestitures Committee reported from their respective meetings. In respect of the Audit Committee, reported matters included accounting principles, financial outcome, ERM, compliance, Speak Up and Code of Conduct, internal control and internal audit as well as the result of the external audit. The Committees also submitted matters for resolution by the Board and the minutes and reports from these meetings were made available to the Board members. In September 2020, the Board visited Sandvik’s operations in Gimo and Fagersta, taking specific precautions due to the Covid-19 restrictions.

Remuneration of the Board

As resolved at the 2020 Annual General Meeting, the fee to the Chairman of the Board is SEK 2,550,000 and the fee to each of the non-executive Board members elected by the General Meeting is SEK 690,000.

In addition, SEK 300,000 was paid to the Chairman of the Audit Committee and SEK 170,000 to each of the other Committee members, in total SEK 640,000. The Chairman of the Remuneration Committee was paid SEK 145,000 and each of the other Committee members SEK 115,000, in total SEK 375,000. No remuneration was paid to the members of the Acquisitions and Divestitures Committee.

For more detailed information on remuneration of the Board members, see note G4 in the Annual Report 2020.

Evaluation of the work of the Board

To ensure the quality of the work of the Board and to identify the possible need for further expertise and experience, the work of the Board and its members is evaluated annually. In 2020, the evaluation, which was led by the Chairman of the Board, was carried out by way of each Board member responding anonymously to an online questionnaire. The Chairman also held separate evaluation discussions with all Board members. The compiled results of the evaluations were presented to the Board as well as to the Nomination Committee.

Attendance at Board and Committee meetings 2020

Member Board Audit
Committee
Remuneration
Committee
Acquisitions and Divestitures Committee
Total number of meetings 13 5 2 8
Jennifer Allerton 13
Thomas Andersson 13
Claes Boustedt 13 5 8
Marika Fredriksson 12
Johan Karlström 12 2
Tomas Kärnström 13
Thomas Lilja 13
Mats W Lundberg1) 13
Johan Molin2) 13 3 2 8
Björn Rosengren3) 1
Helena Stjernholm 13 5 2 8
Lars Westerberg4) 7 2
Stefan Widing5) 12
Kai Wärn6) 6

1) Resigned as deputy employee representative as of December 15, 2020.
2) Replaced Lars Westerberg as member of the Audit Committee as of April 28, 2020.
3) Resigned as President and CEO as well as Board member as of February 1, 2020.
4) Resigned as Board member at the 2020 Annual General Meeting and thereby also as member of the Audit Committee.
5) Appointed President and CEO as of February 1, 2020 and participated at Board meetings solely in this function before being elected Board member at the 2020 Annual General Meeting.
6) Elected Board member at the 2020 Annual General Meeting.