Getinge 2022 Annual Report
Getinge 2022 Annual Report
Introduction
Strategy
Corporate Governance
Annual Report
Sustainability Report
Other information
Contents
Board of Directors
Composition of the Board of Directors
According to the Articles of Association, Getinge's Board of
Directors is to comprise not fewer than three and not more than
ten members, with not more than ten deputy members. The Board
members are elected annually at the AGM to serve for the period
up to and including the next AGM. Employees have the right to
appoint two representatives and two deputy members to the Board.
In 2022, Getinge AB (publ)'s Board comprised nine members
elected at the AGM and two members appointed by the employee
representative organizations, as well as two deputy members for
the employee representatives. Out of the Board members elected
at the AGM, three are women and six men (corresponding to 33%
and 67%, respectively). Getinge's President & CEO is one of the
members elected by the AGM.
Independence of Board members
According to rules 4.4 and 4.5 of the Code, the majority of the
elected Board members are to be independent in relation to the
company and executive management, and at least two of these
members are also to be independent in relation to the Group's
major shareholders. The Nomination Committee deemed that
the composition of the Board of Getinge AB (publ) during 2022
met the requirements for independent members as stipulated by
the Code. The Nomination Committee has observed that Mattias
Perjos, in his capacity as President & CEO, is to be regarded as
dependent in relation to the company and executive management,
and that Carl Bennet and Dan Frohm, as representatives and
Board members of Getinge AB (publ)'s main owner Carl Bennet AB,
are to be regarded as dependent in relation to the major share-
holders. Other Board members are deemed to be independent in
relation to the company, executive management and the major
shareholders.
Responsibilities and work of the Board of Directors
Primarily, the Board is responsible for the organization of the com-
pany and the management of its affairs. In carrying out its duties,
the Board must safeguard the interest of all its shareholders.
The Board of Directors is to maintain and promote a good corporate
culture and ensure that Getinge - on behalf of its shareholders-is
led in the most sustainable, responsible and effective manner possi-
ble. The Board of Directors regularly evaluates Getinge AB (publ)'s
and the Group's financial position and ensures that Getinge is
organized in such a way that bookkeeping, management of cash
and cash equivalents, and the company's financial conditions are
otherwise controlled satisfactorily.
The Board is also to continuously evaluate the work of the
President & CEO and shall discuss this matter at one meeting every
year without the presence of anyone from the Getinge Executive
Team. At one of its meetings during the year, the Board is to meet
with the company's auditors without the presence of the President
& CEO or any other individual from the Getinge Executive Team.
The work of the Board is governed mainly by the Swedish Companies
Act, the Code and the Board's formal work plan.
The guidelines for the Board's work are described in greater
detail in the Board's rules of procedure and annual plan, which are
reviewed and adopted each year. The rules of procedure states
how many ordinary Board meetings are to be held (seven ordinary
in addition to the statutory meeting), the items to be addressed at
each ordinary Board meeting, the Chairman's work assignments
and the division of responsibilities between the Board of Directors
and the President & CEO. It also states what the President & CEO
is to report to the Board of Directors, and when and how the Board
is to receive information and documentation to allow the Board
to make well-founded decisions. The rules of procedure includes
provisions on preventing disqualification and conflicts of interests
for Board members, and a process for handling any transactions
between Getinge and related parties.
The President & CEO acts as rapporteur at the Board's meetings.
The Group's CFO is also responsible for submitting reports at the
Board meetings and the Group's Head of Corporate Legal serves as
Secretary of the Board, with the exception of instances where there
The Board of Directors of Getinge AB (publ) shall, among other things:
•
Approve the overall strategy and the overall goals for
Getinge's operations and its general organization;
• Ensure that there are established procedures in place for
financial reporting, and ensure that financial reporting is
conducted in accordance with applicable rules and
regulations;
• Have an overview of the overall financial plan for Getinge
and earnings, forecasts and forward-looking statements,
as well as adopt all financial statements;
•
•
Ensure that there are effective systems for control of
Getinge's operations and financial position;
Ensure that there is well-functioning internal control
within Getinge;
Ensure that there is an appropriate and well-functioning
system for the monitoring and control of Getinge's opera-
tions and risks that are related to the operations;
•
•
Identify how sustainability issues affect Getinge's risks and
business opportunities;
Approve the required guidelines for the company and the
Group's conduct in society for the purpose of securing its
long-term value-creation ability and approve the required
general policies for the company and the Group;
• Ensure that there are sufficient control mechanisms in
place for Getinge's compliance with applicable rules and
regulations, as well as compliance with internal policies
and guidelines;
Ensure that the company's external disclosures (incl. financial
reporting) are characterized by openness and objectivity,
and are correct, reliable and have a high level of relevance for
the target groups they are aimed at, and that there are
appropriate processes, controls and systems in place.
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