BOARD

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 Sandra_Kottenauer för webb.jpg

Chairman Ola Erici

Member Heli Arantola

Member Sandra Kottenauer
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Member Henrik Stenqvist

Member Peter Wahlberg

Member Johan Wester

THE WORK OF THE BOARD

The Articles of Association of Midsona state that the Board has to consist of not less than three and not more than nine members. There are no rules on the maximum period of membership of the Board. The Board at present comprises six members.

The CEO and CFO attend the meetings of the Board. The CFO is also the secretary of the Board.

The Board has appointed two committees – the Audit Committee and the Remuneration Committee.

The work in 2019 focused largely on the acquisitions of Allimentation Santé, Eisblümerl Naturkost GmbH and Ekko Gourmet AB, structural and growth issues, follow-up on prior years' acquisitions, sustainability strategy and strategic planning.

The Board of Midsona is the highest management body beneath the Annual General Meeting and is responsible for the organisation and management of Midsona's affairs. It shall primarily engage in the more overarching and long-term issues that are of substantial significance for the Group's future focus. The work of the Board follows written rules governing its practices and responsibilities, the division of work betwen the Board and its committees, as well as the role of the Chairman. Also regulated is the framework for the Board meetings, including their convening, agenda and minutes, as well as how the Board is to be supplied with comprehensive information for its work. The Board has also decided on the instruction of general policies for the operations and other central governance documents for the regulation of responsibilities, guidelines, procedures, values and targets.

The work of the Board is normally cyclical in nature. At the beginning of the year, the year-end and annual reports are addressed, as are the mattes to be presented at the Annual General Meeting. Before summer, the Group's long-term strategic plan and focus are addressed. At the end of the year, the budget for the coming year is addressed. Each quarter, financial reporting is reviewed and the interim reports are approved for publication. In connection with the Annual General Meeting, an inaugural Board meeting is held, at which Committee members and signatories are determined, among other things.

Chairman of the Board

The Chairman organises and directs the work of the Board, represents Midsona on ownership issues and is responsible for evaluating the Board's work. The Chairman is also responsible for the on-going dialogue with the CEO regarding operations and for the Board's fulfilment of its duties. The Chairman and the CEO jointly present the agenda for Board meetings.

Independence

Board composition complies with the Swedish Code of Corporate Governance with regard to its independence in relation to both the company and its management and major shareholders.

Evaluation of the members of the Board

The Chairman of the Board is responsible for an evaluation according to an established process being made annually of the work of the members of the Board and for the Nominations Committee being informed of the outcome of the evaluation.

COMMITTEES

The Board has appointed an Audit Committee and a Remuneration Committee. The members of the committees and their chairpersons are appointed at the inaugural Board meeting for one year at a time. The work of the committees is mainly of preparatory and advisory nature, although the Board may, in individual cases, delegate the right to determine specific issues to the committees. The matters addressed at committee meetings are minuted and reported to the Board at the next Board meeting.

Audit Committee

The Audit Committee's main task is to oversee the financial reporting and ensure that the adopted principles for financial reporting, internal controls, internal audit and risk assessment are adhered to and applied. Its mission is to support the Nominating Committee with proposals for the election of audit firm and audit fees.

The members of this Committee are Henrik Stenqvist (chairman), Johan Wester and Peter Wahlberg. The Committee met three times (two) in 2018. The CEO and the CFO, who is also the Committee's secretary, and the principal auditor responsible participate in the Committee's meetings.

Remuneration Committee

The Remuneration Committee's main task is to prepare business for decision by the Board relating to terms of remuneration and employment for the CEO and other senior executives on the basis of principles established by the Annual General Meeting. It is also tasked with proposing guidelines for remuneration to the CEO and other senior excecutives, and with monoriting and evaluating the objectives and principles for variable compensation.

The members of this Committee are Ola Erici (chairman), Heli Arantola and Johan Wester. The Committee met three times in 2020.

REMUNERATION OF THE BOARD

The fee to be paid to the members of the Board is decided by the Annual General Meeting on the proposal of the Nomination Committee.

At the Annual General Meeting on 5 May 2021, it was decided that a fee for 2021/2022 would be paid to the Chairman of the Board in the sum of SEK 600,000 and to other members who are not employees of the company in the sum of SEK 260,000 each.

SEK 75,000 is to be paid to the Chairman of the Audit Committee, SEK 40,000 to each member of the Board who is a member of the Audit Committee, SEK 45,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each member of the Board who is a member of the Remuneration Committee.

The Board is not entitled to compensation over and above this remuneration other than for travel and accommodation.