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Board of Directors

The board of directors is the company’s second-highest decision-making body after the shareholders’ meeting. The duties of the board of directors are governed by the Swedish Companies Act, Balco’s articles of association, the Board’s Rules of Procedure and the Code.

The directors are normally elected by the annual general meeting to serve for the period until the close of the next annual general meeting and meet according to a schedule of meetings established annually. The chairman of the board of directors represents Balco in dealings with the company’s shareholders. Balco’s board of directors consists of six ordinary directors.

Board composition

Ingalill styrelse
Ingalill Berglund (born 1964)
Chairman of the Board

Board member since: 2016, chairman of the remuneration committee.
Education: Higher level specialized course in economics at Frans Schartaus Handelsinstitut.
Other current positions: Director in the Scandic Group AB, Veidekke AB, Axfast AB, Kungsleden AB, Bonnier Fastigheter AB, Juni Strategi & Analys AB, Stenvalvet Fastighets AB and Stiftelsen Danviks Hospital.
Previous positions and professional experience: President and CEO of Atrium Ljungberg AB. CFO of Skolfastigheter i Stockholm AB. CEO of Axfast AB.
Own and closely associated holdings: 25,000 shares
Legal person:

Independent in relation to Balco and management, as well as Balco’s major shareholders.

Mikael styrelse
Mikael Andersson (born 1955)
Director

Board member since: 2019, member of the audit committee.
Education: MSc Chemical Engineering, LTH.
Other current positions:
Previous positions and professional experience: CEO of PMC Group, President at BU Trelleborg Waterproofing (Trelleborg AB), Division Manager Saint-Gobain Ecophon.
Own and closely associated holdings:
Legal person:

Independent in relation to Balco and management, as well as Balco’s major shareholders.

Car-Mikael styrelse
Carl-Mikael Lindholm (born 1971)
Director

Board member since: 2018, member of the remuneration committee.
Education: Degree of Doctor of Medicine from Karolinska Institutet in Stockholm, and a specialist degree in general medicine and oncology.
Other current positions: Chairman of the Board of Hamhus AB and its subsidiaries. Board member of Herenco Holding. Board member and head of administration at Carl-Olof and Jenz Hamrin Foundation.
Previous positions and professional experience: Doctor at Radiumhemmet at Karolinska Hospital, Oncologist at University Hospital in Linköping, Oncologist at Länssjukhuset Ryhov and Operations Manager Bankeryds Vårdcentral.
Own and closely associated holdings: 5,872,027, of which 10,000 shares are private.
Legal person:

Carl-Mikael Lindholm is independent in relation to the company and its executive management, but dependent in relation to the major shareholders of the company.

Johannes styrelse
Johannes Nyberg (born 1971)
Director

Board member since: 2018, chairman of the audit committee.
Education: MBA in International Economics from Uppsala University; Commerce Programme, School of Business Queen’s University as well as studies in economics at Humboldt University.
Other current positions: CEO of Skandrenting AB. Board Chairman of Cryonite AB. Director of Raiffeisen Leasing Nordic AB and Skandrenting AB.
Previous positions and professional experience: Several senior positions within banking and finance as well as construction and real estate, both nationally and internationally. Director of Collector Bank AB and Board Chairman of Oscar Properties AB.
Own and closely associated holdings:
Legal person:

Johannes Nyberg is independent in relation to the company and its executive management, but dependent in relation to the major shareholders of the company.

Vibecke
Vibecke Hverven (born 1963)
Director

Board member since: 2020, member of the audit committee.
Education: Degree in engineering from the Norwegian Institute of Technology.
Other current positions: CEO of Base Rådgivning AS, Chairman of the Board of Directors of NGI, Dr. Techn. Olav Olsen AS and Varig Technology AS. Board member of Insenti AS, USBL and Prevent Systems AS
Previous positions and professional experience: Managing Director of OBOS Prosjekt AS, Regional Manager Scandinavia of DNV GL Energy Advisrory, President of SWECO Norge AS, Dept Manager of Statkraft Gröner AS.
Own and closely associated holdings:
Legal person:

Independent in relation to Balco and management, as well as Balco’s major shareholders.

Thomas Widstrand Boardmember
Thomas Widstrand (1957)
Director

Board member since: 2021, member of the remuneration committee.
Education: Master of Business Administration from the Gothenburg School of Economics.
Other current positions: President and CEO of Troax AB. Member of the Board of Directors of ProfilGruppen AB.
Previous positions and professional experience: Long career within the ESAB Group, Cardo Pump AB, Borås Wäfveri AB and Troax AB.
Own and closely associated holdings: 10,000 shares
Legal person:

Independent in relation to Balco and management, as well as Balco’s major shareholders.

The work of the board

The tasks of the Board are regulated in the Swedish Companies Act, Balco’s Articles of Association and the Code. The Board’s work is based on rules of procedure adopted annually by the Board. The rules of procedure regulate, among other things, the division of work and responsibilities between the members of the Board, the Chairman of the Board and the President, and contain routines for financial reporting for the President. The Board also establishes instructions for the Board’s committees.

According to the Swedish Companies Act, the board is responsible for the company’s administration and organization, which means that the board is responsible for, among other things, setting goals and strategies, ensuring routines and systems for evaluating established goals. The Board shall also monitor financial developments, ensure the quality of financial reporting and internal control, and evaluate the operations against goals and guidelines established by the Board. Finally, the Board decides on significant investments and changes in the Group’s organization and operations. The Chairman of the Board and the President shall monitor Balco’s development and prepare and chair Board meetings. The Chairman of the Board is also responsible for ensuring that the Board members evaluate their work each year and continuously receive the information required to carry out their work effectively. The Chairman of the Board represents Balco vis – à – vis its shareholders.

Remuneration to the board

Fees and other remuneration to the Board members, including the Chairman, are determined by the Annual General Meeting. At the Annual General Meeting on May 25, 2021, it was decided that a fee of SEK 500,000 will be paid to the Chairman of the Board and SEK 200,000 to other members elected by the Annual General Meeting, calculated on the assignment running the entire period until the 2022 Annual General Meeting.

The AGM further resolved that remuneration for committee work for the period until the end of the next Annual General Meeting shall be paid in the amount of SEK 80,000 to the Chairman of the Board’s Audit Committee and in the amount of SEK 40,000 to other members of the Audit Committee. For committee work in the Remuneration Committee, SEK 40,000 shall be paid to the Chairman and SEK 25,000 to other members of the Remuneration Committee.

Committee

In accordance with the Code and the Swedish Companies Act, the Board of Directors of Balco has established an audit committee and a remuneration committee.

Audit Committee

The Board has established an audit committee with the aim of giving the work with financial reporting, internal control, risk management and auditing a special forum. The audit committee includes Johannes Nyberg, Mikael Andersson and Vibecke Hverven. The chairman is Johannes Nyberg.

It’s main tasks are to:

• monitor the company’s financial reporting, including the sustainability report, and make recommendations and proposals
• to monitor the effectiveness of Balco’s internal control, internal audit and risk management within financial reporting
• stay informed about the audit of the annual accounts and the consolidated accounts
• inform the board of the results of the audit
• review and monitor the management of market and credit risks
• meet Balco’s external and internal auditors on an ongoing basis and review and monitor the auditor’s impartiality and independence
• decide on guidelines for which services other than auditing that Balco may procure from the Group’s auditors
• annually evaluate the work of the external auditors

Remuneration Committee

The Board has also established a remuneration committee. The committee includes Ingalill Berglund, Carl-Mikael Lindblom and Thomas Widstrand. The chairman is Ingalill Berglund.

The Remuneration Committee has both an advisory and a preparatory function. The Remuneration Committee works in accordance with rules of procedure adopted by the Board. The main tasks of the Remuneration Committee are to prepare the Board’s decisions in matters concerning remuneration principles, remuneration and other terms of employment for the company management. The committee shall also monitor and evaluate ongoing and completed programs for variable remuneration during the year and ensure that the guidelines for remuneration to senior executives decided on by the Annual General Meeting are applied.