Work of the Board

Board proceedings during 2021

During the year, the Board held nineteen meetings. The President presented the 2025 strategy. The Presidents of all business areas presented their goals and strategies and the Board also reviewed the strategies and results from a number of the divisions. During the year there was a special focus on recovery and reconstruction due to the Covid‑19 pandemic. The Board addressed matters related to the overall Group strategy, including revised purpose, values and key objectives for 2025, IT and cyber security, risk management, human resources, such as environment, health and safety, and issues concerning investments and operational restructuring and reviewed previously made investments. Further, the Board handled the ongoing process of separating the Sandvik Materials Technology (SMT) business area with the target to distribute SMT to the shareholders and separately list it. It also handled a large number of acquisition projects, including the acquisitions of DWFritz Automation, Chuzhou Yongpu Carbide Tools, CNC Software and Cambrio, as well as the agreements to acquire GWS Tool Intermediate Holdings and Deswik.

The Remuneration Committee, Audit Committee and the Acquisitions and Divestitures Committee reported from their respective meetings. In respect to 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.

Remuneration of the Board

As resolved at the 2021 Annual General Meeting, the fee to the Chairman of the Board is SEK 2,625,000 and the fee to each of the non-executive Board members elected by the General Meeting is SEK 710,000.

In addition, SEK 310,000 was paid to the Chairman of the Audit Committee and SEK 175,000 to each of the other Committee members, in total SEK 660,000. The Chairman of the Remuneration Committee was paid SEK 150,000 and each of the other Committee members SEK 118,000, in total SEK 386,000. The Chairman of the Acquisitions and Divestitures Committee was paid SEK 200,000 and each of the other Committee members SEK 150,000, in total SEK 500,000.

For more detailed information on remuneration of the Board members, see note G4 in the Annual Report 2021.

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 2021, 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 in 2021
Member Board Audit
Committee
Remuneration
Committee
Acquisitions and Divestitures Committee
Total number of meetings 19 5 3 10
Jennifer Allerton 19
Thomas Andersson 19
Claes Boustedt 19 5 10
Marika Fredriksson 17
Johan Karlström1) 6 1
Erik Knebel2) 14
Tomas Kärnström 19
Thomas Lilja 19
Johan Molin 19 5 3 10
Andreas Nordbrandt3) 13
Helena Stjernholm 19 5 3 10
Stefan Widing 19
Kai Wärn4) 19 2

1) Resigned as Board member at the 2021 Annual General Meeting and thereby also as member of the Remuneration Committee.
2) Appointed deputy employee representative in April 2021.
3) Elected Board member at the 2021 Annual General Meeting.
4) Replaced Johan Karlström as member of the Remuneration Committee as of April 27, 2021.