Corporate Governance

Annual general meeting 2018

The Annual General Meeting will be held at 5:00 p.m. on Thursday, May 9, 2019 at T-House, the Christoffer Columbus room, Engelbrektsplan 1 in Stockholm.

 

Corporate Governance Report

Corporate governance report is inserted below, as a part of the annual report.

Attached files

  • Corporate governance report 2016 (p. 7-11)

Board of Directors

Bengt Stillström

Born 1943, M. Sc. (Eng.) and Master of Management. Chairman of the Board. Founded Traction in 1974. CEO during the period 1974-2001. Director of, among other, Profilgruppen and Ringvägen Venture. Director since 1974. Shareholding, including wife’s holding: 330,000 class A shares, 5,451,450 class B shares.

Anders Eriksson

Born 1956. Founder of Softronic, CEO and principal owner since 1984. Director of, among other, Softronic and Nordic Ground Support. Director since 2011. Shareholding: 26,755 class B shares.

Peter Malmqvist

Born 1957, B. Sc. (Business Administration).
Chief Analyst at Remium, Chairman of The Swedish Society of Financial Analysts, writer for several finance magazines and teacher at the Stockholm School of Economics. Director since 2014. Shareholding: 0 shares.

Maria Linde

Born 1966, M. Sc. (Eng.) and Executive MBA. Management consultant and CEO of FlowMotion AB. Director since 2009. Shareholding: 1,250 class B shares.

Petter Stillström

Born 1972, M. Sc. (Business Administration), CEO since 2001 and director since 1997. Chairman of BE Group, Nilorn, OEM International and Softronic. Director since 1997. Shareholding, via wholly owned company and closely related parties: 1,095,000 class A shares, 1,677,150 class B shares and part owner of Niveau Holding AB.

Auditor

Mazar SET, Chief Auditor Anders Bergman, Authorised Public Accountant. Traction’s auditor since 2015.

 

Remuneration

Guidelines for remuneration to senior executives provide for reasonable conditions of employment. In addition to a fixed salary, senior executives may receive variable remuneration. Principles for 2018 are unchanged compared to 2017. Decisions regarding remuneration to the Chief Executive Officer and other terms of employment are made by the Board of Directors. Remuneration to and other terms of employment for other senior executives are negotiated by the Chief Executive Officer.

 

Sustainability

Traction is an investment company with ownership interest in several companies in different industries, in varying phases of development and geographic focus. Traction’s ability to influence the development of the holdings varies depending on its’ ownership stake and the willingness of other shareholders to adhere to Traction’s approach. However, Traction’s employees, as well as the boards of directors of the project companies, are always expected to ensure that project company management groups attach great importance to the ongoing sustainability efforts that must be adapted to each respective company’s situation and local conditions.

Traction’s development model is based on the assumption that each respective management group and board of directors follow prevailing laws and regulations and always act ethically and in a commercially sound manner. This means that Traction has zero tolerance of human rights violations, extortion, corruption, child labour, forced labour, discrimination, etc. Traction also expects risks to be analyzed and goals to be formulated and that each company has appropriate processes in place to manage and monitor sustainability risks. Virtually every human activity and enterprise has some sort of impact on the environment. For Traction, sustainable operations ensure that the environmental impact is minimized and that the environmental impact is balanced against the benefits supplied.

Traction avoids getting engaged in companies that are not deemed to add value for its customers or society at large, instead contributing to tragedies such as addiction, poverty, deaths and other unnecessary suffering. Examples hereof are companies involved with drugs, tobacco, armaments, casino operations and gaming companies, whose purpose is to entice their customer to become addicted to gambling, thereby squandering their savings potential. Nor do certain credit-granting companies, whose existence depends on their customers’ desperate need for liquidity, fit in with Traction’s investment criteria.

Ownership policy for listed holdings

  • A company shall always be run on behalf of its owners and to afford the maximum possible return to those owners.
  • Major shareholders should be represented on the company’s Board of Directors.
  • A principal owner has the ultimate responsibility for to initiate changes to operations through the company’s management, the composition of its Board of Directors, major transactions and acquisitions.
  • A principal owner should consult with other major owners and explain the owners’ intentions to the Board of Directors and corporate management, and ensure that suggestions for new board members are presented.
  • The Board of Directors and management shall also gather and embrace the intentions of the owner and work in line with the specified orientation.
  • Takeover bids, mergers and major acquisitions should in the first instance be handled by the principal owner.
  • The Chairman of the Board of Directors, or the principal owner, must obtain support for major structural changes from the largest owners.
  • A principal owner may not grant favours to himself or herself at the expense of the company, but shall be entitled to reasonable compensation for his or her participation in the management of the company.
  • In the absence of a principal owner, the major shareholders should consult and formulate a form of corporate governance to compensate for the lack of a principal owner.
  • In the absence of a principal owner, or a group of major owners who assume responsibility, it shall be incumbent upon the Chairman, with the aid of the Board of Directors, to compensate for such lack of to the best of his or her ability.
  • The Board of Directors should be composed of persons with large personal shareholdings and other persons who can contribute to the development, and who have time to be actively involved.
  • The composition of the Board of Directors should be such that it includes numerous different skills, fields of experience and contact interfaces.
  • Traction wants to see a business-like and active Board of Directors that knows its company and its business environment well, and who can complement and support the CEO.
  • The Board of Directors shall make decisions regarding the company’s strategies, orientation, major transactions and other significant changes.
  • The Board of Directors shall exercise effective control over the company’s finances, risks and opportunities.
  • The Board of Directors works on behalf of the owners.
  • As a major owner, Traction always wants to participate in the nomination committee work.
  • The nomination committee should be composed of representatives of the owners. If ownership ceases, the representative in question should immediately resign from the nomination committee.
  • Traction wishes at all times to appoint at least one director in companies in which Traction has a major shareholding. Option programmes to employees should only be offered if the employee invests a market equity contribution.
  • Private placements with new, major owners may be suitable in the case of smaller companies, which thereby can avoid negative effects on the market price on the share and also get a better ownership structure.