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2o15 nordic Board Index Current board trends and practices at the largest companies in Denmark, Finland, Norway and Sweden

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Page 1: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

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2o15

nordicBoard Index

Current board trends and practices at the largest companies in Denmark, Finland, Norway and Sweden

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Contents

Foreword 1Highlights of the 2015 Nordic Board Index 2What boards need to know about corporate culture 4Our survey approach 8Board size and composition 9Diversity 12New directors, age and length of service 16Remuneration 18Board governance 20

Comparison tables International comparison 22 Board composition 26 Board remuneration & committees 36

About Spencer Stuart 48

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SPENCER STUART PAGE 1

Foreword

The Spencer Stuart 2015 Nordic Board Index is an annual study which analyses aspects of board governance, including board composition, committees and direc-tor remuneration, among major listed companies. First published 29 years ago in the US, there are now Board Indexes in 18 countries around the world.

The Nordic Board Index analyses 125 of the largest listed companies in the region which comprise the following indices: OMX Copenhagen (25 companies), OMX Helsinki (25 companies), OBX (25 companies), OMX Stockholm (50 companies). Our purpose is to provide business leaders with a snapshot of current practice on boards across the region.

In our analysis we examine year-on-year changes on a wide range of measures, from board size and diversity to director commitments and remuneration. We also compare Nordic companies with their counterparts in other countries, both in Europe and the US. We include a chart showing how different boards in different countries compare on key governance parameters, and conclude the Board Index with tables showing detailed information on all 125 featured companies.

We hope you find this edition of the Nordic Board Index useful. The latest edition of each Spencer Stuart Board Index can be found on our website, (www.spencerstuart. com/board-indexes) alongside a wide range of other publications covering board and corporate governance issues.

The Spencer Stuart Nordic Board Practice

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PAGE 2 SPENCER STUART

Highlights of the 2015 Nordic Board Index

32.5%The proportion of women sitting on

Nordic boards

Women on boards

In the Nordic countries, the percentage of female directors on boards is high compared with most other European countries. In Norway, the law which took effect in 2006 requiring 40% representation of both genders among board members has resulted in the country’s top listed companies having the highest representation of women in the world. The law is also unusual in global terms in that it applies not only to listed companies but also to state-owned, municipal and co-operative companies. For further detail, see page 12.

12%The proportion of

new board members in Nordic countries

New directors

The percentage of women and non-nationals among new directors has grown noticeably across the region. For example, in Sweden 57% of new directors were women and 50% were non-nationals. In Norway, 48% of new board appointments were women; however, only 26% of new directors were for-eign. For further detail, see page 16.

22%The percentage of women on the executive

committees of Swedish companies

Women on executive committees

The representation of women on the boards of Nordic companies is high compared with other countries around the world. However, across the region the representation of women on executive committees and senior management teams is less impressive. Nevertheless, Swedish companies stand out as having the highest proportion of women on executive committees throughout Europe. For more detail, see the chart on pages 22-25.

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SPENCER STUART PAGE 3

Director remuneration

The average remuneration for non-executive directors in Nordic companies was €49,318 in 2014. Finland has the highest average retainer at €52,644, while companies in Sweden and Denmark have quite similar average retainers for directors at €49,032 and €47,835, respectively. Norway stands out from the group by having the lowest retainer fee at €35,319. See page 18.

€35,319– €52,644The range of

remuneration for non-executive

directors in the Nordic countries

Board meetings

The average number of scheduled board meetings in Denmark is 9.3, in Finland 10.6, in Norway 10.9 and in Sweden 9.4. Many boards in the Nordics hold additional meetings, often taking place as conference calls where decisions are made in writing (“per capsulam”). See page 20.

9.9The average number of board meetings in Nordic companies in

the last year

Age

The average age of board directors is similar in both Finland and Sweden, each at 57.3 years, while in Denmark it stands at 57.2 years. Norwegian board directors are the youngest in the region, averaging 55.3 years. In the UK, the average age of non-executive directors is 59.4 years and in the US it is 63.1 years. See page 16.

57 yearsThe average age of

directors

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PAGE 4 SPENCER STUART

What boards need to know about corporate culture

Boards can help to foster long- term shareholder value by deepening

their understanding of their company’s culture, placing it on the

board agenda and ensuring management is forging a culture aligned

with the business strategy.

Culture rarely appears on board agendas. Despite its sizable contribution to busi-ness results, few boards oversee culture with anything like the rigour they do strat-egy, risk or CEO succession planning.

A company’s culture can make or break the most insightful strategy or the most experienced executives. Healthy cultural patterns can produce innovation, growth, market leadership, ethical behaviour and customer satisfaction. A damaged cul-ture can impede strategic outcomes, erode business performance, diminish cus-tomer satisfaction and loyalty, and discourage employee engagement.

If “culture eats strategy for breakfast”, as the saying goes, why then do boards not engage more actively in overseeing it? We see several reasons for this:

Lack of board ownership: No one exerts more influence over corporate culture than the company’s leaders. The CEO and management team own culture, not the board. As a result, boards tend to give the issue of culture a wide berth, expecting the CEO to raise cultural issues when needed.

Lack of board visibiLity into the cuLture: Directors rely on the management team to bring information about corporate culture to the board. Because directors are distant from the organisation’s day- to- day activities, it’s not easy for them to have a clear sense of the company’s culture.

Lack of a defined board roLe: The board’s role in cultural oversight is not as clearly defined as areas such as executive compensation or risk oversight.

In the spotlIght

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SPENCER STUART PAGE 5

lack of a shared vocabulary. Without a shared language or framework to discuss culture — or data about the health of the culture — directors and execu-tives don’t know where to start or how to have a productive conversation about it.

Spencer Stuart has found the following questions to be powerful in helping direc-tors to better understand culture, setting the company on the right path when it comes to this important area.

What is the current culture of the organisation?

Culture is not the aspirational values posted on the staff noticeboard. Culture is the culmination of the shared values, beliefs and assumptions that shape the behaviour of the organisation. These “unwritten rules” guide the thousands of decisions employees throughout the company make every day. Boards should ask: What are those unwritten rules that everyone knows, but can’t necessarily articu-late clearly?

How well- aligned is our corporate culture with our strategy?

A high- performing organisation whose culture and strategy are strongly aligned produces more financial growth and better employee engagement. By contrast, a troubled or misaligned culture can result in prolonged underperformance by the business or specific business units, as well as internal conflicts and poor employee engagement. This in turn can lead to low levels of customer satisfaction and loyalty. Boards should ask: What organisational behaviours are required to achieve our strategy? How well do we demonstrate those behaviours today? What do we meas-ure to understand the extent to which those behaviours are happening? What do these findings tell us about our culture relative to our strategy? Where do organisa-tional behaviours open us up to risk?

What is the difference between our current and ideal corporate culture?

Effective leaders can describe both the culture as it currently exists and the culture to which the organisation aspires. This ability is sometimes called “cultural flu-ency,” and it is a critical skill for leading on culture. Boards should ask: What is the difference between our current and ideal culture? What cultural impediments do we face and how will we overcome them? Where do our most influential people, those who “get” our ideal culture, reside within the organisation? Are they being deployed effectively?

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PAGE 6 SPENCER STUART

what boards need to know about corporate culture in the spotlight

How well do our organisational structure and practices support our ideal culture?

Structures, processes and practices exert significant influence on shared behav-iours, and business success can be impeded when these are not aligned with the ideal culture. Boards should ask: When a necessary and thoughtfully planned organisational change is not going well, what aspects of the culture could be get-ting in the way? How might different compensation structures help to shape differ-ent types of organisational culture?

How do we consider culture in our succession plans?

Culture evolves over time. Boards will want to understand how talent management systems, employee evaluations and executive recruiting are likely to shape the company’s future culture. In succession planning discussions, directors can ask: To what extent do individuals’ leadership styles contribute to the culture we strive to achieve? Where are there gaps in our leadership capabilities and how will we close them? How does our talent development process advance our ideal culture?

How can we contribute to the right tone at the top?

While board behaviours have less influence on culture than those of the CEO and management team, boards do set a tone at the top, which, in turn, has an impact on the company’s culture. Boards should be aware of what that tone is and how they contribute to it. They can ask themselves: How do our boardroom behaviours advance the right tone at the top? What changes would we like to make in our behaviour or composition to enhance our contribution to setting the right tone for the company?

Where on the board agenda should we put questions about culture?

As expectations on boards continue to grow, so has the board agenda. Given their current demands, boards are unlikely to tackle questions about company culture unless the issue is explicitly part of the agenda. To make sure that it is, boards can ask: Where on the annual board calendar should culture fall? What culture models or frameworks could be useful to adopt? Are we embarking on a period of change — the arrival of a new CEO, a crisis, a new strategy or a merger — that could influence our values and culture?

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SPENCER STUART PAGE 7

A framework for thinking about culture

Spencer Stuart’s framework for assessing organisational culture is rooted in the insight that a surprisingly limited set of rules can result in highly complex and diverse behavioural patterns. Every organisation, and every executive, must address the inherent tension between two critical dimensions of organisational dynamics:

attitude towards change: Open to change (flexibility, innovation, inquiry) versus managed change (stability, proven processes, control).

attitude towards people: Independent (individual initiative, self- empowerment) versus interdependent (collaboration, power through groups, interaction).

A company’s culture is defined by where an organisation falls on these two dimen-sions, and this reflects how thousands of employees make individual decisions to manage the costs and benefits associated with those tensions over time.

Applying this insight, our culture model and diagnostic tools help companies understand their current culture, identify the cultural styles that support its strate-gic imperatives and diagnose how the culture may need to evolve in order to align with strategy.

Conclusion

Corporate culture is one of several critical levers for creating shareholder value — one that many companies underutilise. Boards can do more to help ensure that senior management is effectively monitoring and guiding corporate culture to make the most of this important contributor to business performance. By placing culture on the board agenda and asking the right questions, boards can help to ensure that culture supports business strategy, while preserving the boundary between governance and management.

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PAGE 8 SPENCER STUART

our survey approach

Our survey approach

The purpose of this survey is to review and analyse board structures at the largest companies across the Nordic region, noting changes to the data from previous years and identifying trends.

The 2015 Nordic Board Index covers the 25 largest listed companies by market capi-talisation in Denmark (OMX Copenhagen), Finland (OMX Helsinki) and Norway (OBX), and the 50 largest listed companies in Sweden (OBX Stockholm) at May 2015.

In Denmark, one company, D/S Norden, has dropped out of the top 25 and its place has been taken by SimCorp. In Finland, three companies have dropped out of the top 25: Outotec, Pohjola and Rautaruukki. Taking their places are Caverion, Citycon and Metsa Board. In Norway, five companies have dropped out of the top 25: BW LPG, Fred Olsen, Olav Thon, Opera Software and Wilhelmsen. They have been replaced by Akastor, Entra, Subsea 7, Veidekke and XXL. In Sweden, four companies dropped out of the top 50: Autoliv, Latour, Modern Times and Wallenstam. The new companies are Axis, Fabege, Fastighets and SSAB.

In Finland and Norway in particular, the changes in constituents affected the aver-age percentage of foreign directors, since the companies leaving the top 25 had significantly fewer foreign directors.

Among the companies listed on the Oslo stock exchange, one company, Subsea 7, is registered in Luxembourg.

In our analysis we have split out non-executive directors from employee represent-atives serving on boards. Unless specifically stated, we have excluded employee representatives from our analysis of female and foreign directors.

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SPENCER STUART PAGE 9

Board size and composition

board sizeIncluding employee representatives, Denmark has the largest boards in the region with an average of 9.9 directors. If employee representatives are excluded, then Sweden has the largest boards at an average of 8.1 directors.

table 1

Average board size in Nordic countries

Denmark Finland Norway Sweden

All directors 9.9 7.9 8.2 9.7

Excluding employee representatives 7.0 7.8 5.8 8.1

table 2

Board size

including employee representatives

excluding employee representatives

8 and under 44% 80%

9 to 11 41.6% 19.2%

12 to 14 13.6% 0.8%

15 and more 0.8%

It is common to include employee representatives on boards in Denmark, Norway and Sweden, but rare in Finland. Rules governing the proportion of employee representatives among directors vary from country to country. Corporate govern-ance codes in all four countries require companies to detail policies regarding employee representatives in their annual reports.

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PAGE 10 SPENCER STUART

board size and composition

table 3

Employee representatives

Denmark Finland Norway Sweden

0 12% 88% 16% 38%

1 to 2 8% 12% 20% 26%

3 to 4 72% 0% 64% 36%

5 to 6 8% 0% 0% 0%

the broader view: Average board size

BE CH FR DE IT NL DK FI NO SE RU ZA ES TR UK US

10.3 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 9.8 10.3 10.8

“The Broader View” compares key statistics averaged across in 16 countries worldwide. All data is sourced from the most recent Spencer Stuart Board Index covering that country.

the roles of chairman and chief executiveIn Nordic countries, the roles of chairman and chief executive are always separated. This is becoming increasingly common even in countries where unitary boards comprise both executives and non-executives. In the UK, during the period under review for this Board Index, two of the top 150 listed companies have a combined chairman and CEO (it is technically allowed under the “comply or explain” rule). In the US, the number of companies with a combined chairman/CEO has been fall-ing steadily. In the past year, only 53% of S&P 500 companies combined the roles (29% of chairmen are independent).

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SPENCER STUART PAGE 11

independenceBoards in Nordic countries have among the highest proportion of independent directors in Europe. This is explained partly by the fact that executives rarely sit on Nordic boards. Finland records the highest percentage of independent directors at 84%, followed by Norway at 80%, Denmark at 76% and Sweden 62%. Only boards in the US (84%) and Switzerland (88.3%) have a higher proportion of independent directors.

non-executive directorsThis is the first year in which we have examined the split between portfolio (or plural) non-executive directors and those with full-time executive roles in other organisations. It is interesting to note that the balance between the two categories of non-executive varies a great deal depending on the country. Both Danish and Norwegian boards tend to have more full-time executives than portfolio directors on the board, whereas in Finland and Sweden it is the other way round.

table 4

Non-executives: portfolio vs. full-time executives

Denmark Finland Norway Sweden

Average number of portfolio non-executives per board (including chairmen)

2.9 4 2 4.1

Average number of non-executives per board who are full-time executives elsewhere

4 3.7 3.75 3.2

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PAGE 12 SPENCER STUART

diversity

Diversity

women on boardsFor a number of years, the Nordic countries have demonstrated high levels of gender diversity in the boardroom. Norway led the way a decade ago when it intro-duced legislation requiring boards to achieve a minimum 40% representation of each gender. Regarding those directors elected by shareholders and thus excluding employee representatives, we observed that one company listed in Norway has no female directors: Subsea 7, which is registered in Luxembourg and headquartered in London. Three Danish companies — Coloplast, Rockwool International and Sydbank — do not have any women on the board.

table 5

Women on boards

Denmark Finland Norway Sweden

% of women among all board directors (except employee representatives)

23 % 30 % 42 % 35 %

% of companies with at least one woman on board

88 % 100 % 96 % 100 %

While Norway continues to record the highest percentage of women on boards globally, other countries have followed suit through either legislation or government- backed targets and are gaining ground. In France’s leading companies, women now account for 37% of non-executive directors and top-ranked companies in Belgium, Italy and the Netherlands are close behind. In the UK, the FTSE 100 companies reached the 25% goal established in 2011. A tough new target of 33% by 2020 has just been set for all FTSE 350 companies — one that includes both exec-utive and non-executive directors.

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SPENCER STUART PAGE 13

Despite the high numbers of female directors in Nordic companies, only five of them have female chairmen: one in Finland, two in Norway and two in Sweden. Across Europe the picture is similar; only 30 women chair boards among the 795 companies that comprise the major indices of 13 European countries.1 In Denmark, none of the chairmen in our survey is female.

the broader vIew: Women on boards

BE CH FR DE IT NL DK FI NO SE RU ZA ES TR UK US

24.2% 19% 34.3% 24.9% 22.4% 21.6% 23% 30% 42% 35% 7.6% 20.9% 14% 9.5% 23% 19.8%

women on executive committeesFemale representation on the boards of Nordic companies is high compared with other countries around the world. As the chart below shows, the same is true for the representation of women on executive committees, except in Denmark where only 10% of the most senior executives are women. Sweden has the highest pro-portion of women on executive committees at 22%. 20% of senior executives in Norwegian companies are women, which is high compared with other European countries. Nevertheless, Norway also has the highest differential between women on boards and women on executive committees (40% vs. 20%). Only in France is the differential greater (34.3% vs. 11.6%).

the broader vIew: Female ExCo members (%)

BE CH FR IT NL DK FI NO SE RU ZA TR UK

16.1% 6.4% 11.6% 8.6% 12.9% 10% 15% 20% 22% 11.3% 13.5% 9.8% 17.2%

1 Our research covered all the companies in the following indices: AEX (Netherlands), BEL20 (Belgium), CAC40 & SBF120 (France), DAX&MDAX (Germany), OBX (Norway), OMX Helsinki (Finland), OMX Stockholm (Sweden), OMX Copenhagen (Denmark), IBEX35 (Spain), FTSE MIB (Italy), FTSE150 (UK) and the SMI (Switzerland).

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PAGE 14 SPENCER STUART

diversity

foreign directorsNordic boards are becoming increasingly international. The proportion of foreign directors has grown year on year in all four Nordic countries, with the most signifi-cant increase in Finland, from 26% to 35% of all directors. Looking at sharehold-er-elected directors, Denmark has the highest percentage of foreign directors (42%) — only the Netherlands (42.7%) and Switzerland (62%) have more. When employee representatives are included these percentages fall because employee representatives are more likely to be nationals of the company for which they work.

It is interesting to note that the majority of foreign directors on Nordic boards are nationals of countries outside the Nordic region (see chart opposite for details). On average, 2.9 different nationalities are represented on each board.

One reason for the increase in foreign directors is that the companies joining the country indices during the period covered in this survey have significantly higher numbers of foreign directors than those companies that dropped out of the indices.

table 6

Foreign directors

Denmark Finland Norway Sweden

Foreign directors 2014 37% 26% 23% 21%

Foreign directors 2015 42% 35% 29% 24%

Average number of nationalities represented on boards 2015

3.3 3.1 2.6 2.8

Percentage of foreign directors from outside the Nordic region 2015

60% 53% 60% 61%

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SPENCER STUART PAGE 15

NorwayDenmark

ItalianIsraeli SwissIrish

British

the broader view: Foreign directors as a percentage of the full board

BE CH FR IT NL DK FI NO SE RU ZA ES TR UK

32.6% 62% 33% 7.7% 42.7% 42% 35% 29.6% 24% 22.2% 21.3% 12.5% 15% 32.1%

Nationals Other Nordic Non-Nordic directors

Nordic directors Nordic directors vs. non-Nordic directors on company boards

Foreign directors Breakdown of non-Nordic directors on Nordic boards

American DutchAustralian French German

Denmark Finland

Finland

Norway Sweden

Sweden

Other

25%

20% 18%15%

17%

16%

12%

10%

58% 64% 70% 75%

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PAGE 16 SPENCER STUART

new directors, age and length of service

New directors, age and length of service

new directorsAcross the region, new directors counted for 12% of board members during the period of our survey. More than one-fifth of all directors in Norway are new to their boards. The proportion of women and non-nationals among first-time directors has grown noticeably, except in Norway where the proportion of non-nationals among new directors has dropped from 44% to 26%.

table 7

New directors

Denmark Finland Norway Sweden

New directors 2014 (% of board) 17% 14% 10% 9%

New directors 2015 (% of board) 15% 15% 21% 9%

New women directors 2014 21% 21% 38% 58%

New women directors 2015 31% 33% 48% 57%

New foreign directors 2014 43% 43% 44% 39%

New foreign directors 2015 50% 43% 26% 50%

In Sweden, 57% of directors appointed during the past year were women, com-pared with 58% in 2014. In the other Nordic countries, the corresponding figures are: Denmark 31% (21% in 2014), Finland 33% (21% in 2014) and Norway 48% (38% in 2014).

In the UK in the same period, 35.7% of newly appointed non-executive directors were women, largely in response to the government target of 25% board members by 2015.

ageThe average age of board directors across the Nordic region is 57 years. Norwegian directors are the youngest at 55.3 years, an average of two years younger than their counterparts in Denmark, Finland and Sweden. Only Russia has younger boards than Norway. The average age of chairmen across the region is 60.4 years.

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SPENCER STUART PAGE 17

table 8

Average age of directors

Denmark Finland Norway Sweden

All directors (years) 57.2 57.3 55.3 57.3

Chairmen 59.3 61.1 60.5 60.0

Companies with an age limit 68% 8% 0% 0%

Average age limit 70.6 68.5 N/A N/A

In most European countries the average age of directors lies somewhere between 56–59 years. Spain records the oldest directors at 60 years, followed by Switzerland at 60.5 years. In the US the average age of directors is 63.1.

the broader view: Average age (all directors)

BE CH FR DE IT NL DK FI NO SE RU ZA ES TR UK

56.9 60.5 59.7 24.9% 58.9 58.7 57.2 57.3 55.3 57.3 53.1 56.8 60 57.6 57.5

length of serviceSwedish non-executive directors have the longest tenure in the region, averaging 6.7 years; Norwegian directors have the shortest at 3.8 years. The average tenure for non-executives in all four countries is five years.

Mandatory retirement ages for board directors are unusual in Finland, Norway and Sweden. By contrast, 68% of Danish companies operate a mandatory retirement age, whose average is 70.6 years.

table 9

Length of service

Denmark Finland Norway Sweden

Average tenure for all directors (years) 4.7 5 3.9 6.9

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PAGE 18 SPENCER STUART

remuneration

Remuneration

chairmenThe average annual retainer for board chairmen in the Nordic countries was €125,867 in 2014. Chairmen in Norway received the lowest retainer at an average of €78,135, while chairmen in Sweden received the highest at €146,840. Average remu-neration for chairmen in Denmark was slightly lower than Sweden at €141,096; their counterparts in Finland were paid €101,696 on average.

In the UK during the same period, board chairmen received an average of €471,067.

There was a significant difference between countries in the retainers paid to chair-men, as well as between companies within each country. In Norway, the chairman retainer fee ranged from €33,199 to €180,608; in Finland the range was between €54,000 and €175,000 and in Denmark from €83,947 to €201,472. The greatest variance was in Sweden, where the chairman retainer ranged between €10,527 and €418,448.

table 10

Chairman remuneration by country

Denmark Finland Norway Sweden

Average chairman remuneration (€) 141,096 101,696 78,135 146,840

non-executive directorsThe average remuneration of non-executive directors in the region was €49,318 in 2014. Finland recorded the highest average retainer fee at €52,644, while those in Sweden and Denmark reached quite similar levels, at €49,032 and €47,835 respec-tively. Norway stands out from the group, with the lowest average retainer at €35,319.

In the UK during the same period, the average retainer of non-executive directors in the top 150 companies was €80,870 (the average total fee was €110,000). For a comparison of retainer and committee fees across Europe and the US, see the chart on pages 22-25.

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SPENCER STUART PAGE 19

fixed vs. attendance feesIn all four countries, a fixed fee for board work is the norm for chairmen and other directors. In Finland, 76% of companies pay additional fees for meeting attend-ance, whereas this is less common in other Nordic countries. Across the region, attendance fees range from €400 to €3,000 for chairmen and directors.

remuneration paid either fuLLy or partLy in sharesIn Finland, it is common for both chairmen and directors to be paid partly in shares — 68% of companies do so. In Denmark, Sweden and Norway, such remu-neration is discouraged and thus infrequent.

The following table shows total fees paid to directors in a select group of countries where this data is readily available.

the broader vIew: Non- executive fees in Europe and US (€000)

64

9384

205

US

54

82

Spain Switzerland UK

70

133 127

197

81

110

Italy Netherlands

26

73 75

126

France Germany

Retainer Total fee

Source: 2015 Spencer Stuart Board Index research. Fees converted to Euros where relevant, taking the average rate for 2014.

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PAGE 20 SPENCER STUART

board governance

Board governance

board meetingsThe average number of board meetings in Denmark is 9.3, in Finland 10.6, in Norway 10.9 and Sweden 9.4. Aside from scheduled board meetings, many boards in the Nordics hold meetings “per capsulam”. These extra meetings vary between one and 30 per year.

table 11

Board meetings in the Nordic region

5 or fewer 6 to 8 9 to 11 12 to14 15 to17 18 or more Not disclosed

Percentage of boards 4% 31.2% 29.6% 11.2% 4% 3.2% 16.8%

committeesOn average, Nordic boards have 2.2 committees. Audit and remuneration (the latter sometimes described as compensation) are the most common committees. All companies In Finland and Norway have an audit committee. In Denmark, 96% of companies have an audit committee, whereas in Sweden the figure is 84%. Where there is no audit committee its duties are performed collectively by the board.

In Denmark, 80% of companies have a remuneration or compensation committee, compared with Finland (88%), Norway (76%) and Sweden (86%).

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SPENCER STUART PAGE 21

table 12

Committees

Denmark Finland Norway Sweden

Number of committees (average) 2.8 2.4 2.2 2.0

% boards with:

Audit committee 96% 100% 100% 84%

Remuneration/compensation committee 80% 88% 80% 86%

Nomination committee 72% 60% 8% 0%

Other committees 40% 24% 28% 26%

board commitmentsAcross the Nordic region, board directors on average sit on a total of 2.2 listed company boards. This figure is similar to France (2.1), the UK (2) and Belgium (1.9), but fewer than Germany (3) and Italy (3.5). The average number of foreign boards per director is 0.7.

table 13

Board commitments

Denmark Finland Norway Sweden

Av. number of boards per non-executive director

2 1.9 1.7 2.6

Av. number of foreign boards per non-executive director

0.9 0.6 0.5 0.6

board evaluation 89% of the companies featured in this 2015 Nordic Board Index undertook a board evaluation during the last financial year. Most of these evaluations were internal — only 8% of boards used an external facilitator for their board evaluation.

By contrast, 44% of UK boards conducted an externally facilitated evaluation dur-ing the same period; in Italy 35% of boards did so and in France 30%.

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PAGE 22 SPENCER STUART

International comparison

In this edition of the Nordic Board Index we provide two sets of tables.

In addition to the detailed company data, we are publishing a chart comparing aggregated data from 16 countries (pages 24–25).

All data is taken from individual country Board Indexes published by Spencer Stuart in 2015.

Composition information

BELGIUM BeL20 + BelMid

FRANCE CAC40

GERMANY DAX30

ITALY 38 (FTSE MIB) + 62 (Mid Cap, Small Cap, Other)

NETHERLANDS AEX

NORDICS

Denmark OMX Copenhagen

Finland OMX Helsinki

Norway Oslo Stock Exchange

Sweden OMX Stockholm

RUSSIA Top companies from Expert 400

SOUTH AFRICA JSE Top 40 + top companies by market cap + select SOEs

SPAIN IBEX- 35 + top companies by market cap

SWITZERLAND SMI

TURKEY BIST 30

UK FTSE 150

USA S&P 500

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SPENCER STUART PAGE 23

Notes for international comparison tableGeneralN/A = Not applicable

A blank cell denotes that either the information is not available or we did not include it in our research

Fees for committee membership are based on those boards which provide a separate breakdown. We exclude fees where committees are combined, for example NomCo and RemCo in the Nordics.

France1 Only includes new directors appointed after the

2015 AGM

2 Total average remuneration

Germany3 According to goals regarding the portion of

independent shareholder representatives

4 Shareholder representatives only

5 Chairperson only

6 Total average remuneration is 132 896 Euros. Half of the DAX companies offer directors equity- linked performance- related pay

7 Only 3 companies have a remuneration committee

Netherlands8 Excludes Luxembourg- based ArcelorMittal which

is a statistical outlier. Its ExCo has 29 members, none of whom are from Luxembourg

Denmark9 No executives sit on Danish boards

Finland10 Excluding non- execs holding academic or govern-

ment posts

11 Figures based on meeting fees multiplied by the number of meetings

12 Although Finnish companies have a one- tier (unitary) structure, only occasionally will the managing director be a board member

Norway13 Excluding Olav Thon Eiendomsselskap ASA

14 Only 4 executives in total

15 Excluding non- execs holding academic or govern-ment posts

16 Oyvind Eriksen (Akastor) and Bijan Mossavar (DNO) were both described as executive chairmen

17 Company executives are not normally elected to the board of directors, although there are a handful of exceptions which are not included in these results

Sweden18 Includes 2 exec chairmen

19 Excluding non- execs holding academic or govern-ment posts

Russia20 In- person meetings only. The average number of

meetings in total, including absentee votes, is 21

21 Female executive directors as a percentage of all directors

22 9.5% if two companies listed outside Russia are included

Switzerland23 Only includes cash element of fees. 15 compa-

nies also pay directors in shares

Turkey24 18% excl chairmen

UK25 TUI AG has a supervisory board

USA26 98% of S&P 500 boards conduct some type of

evaluation; 33% conduct an evaluation on the full board, committes & directors — not possible to confirm what percentage are conducted externally

27 Independent directors only

28 Top 200 S&P 500 companies only

29 CEOs only. On most US boards, the CEO is the only executive director

30 Average for all committees when paid the same amount

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PAGE 24 SPENCER STUART

international comparison

BELGIUM FRANCE GERMANY ITALYNETHER- LANDS

NORDICSRUSSIA

SOUTH AFRICA SPAIN

SWITZER- LAND TURKEY UK USADenmark Finland Norway Sweden

gen

eral

Info

rmat

Ion

Size of sample 53 40 30 100 25 25 25 2513 50 47 79 95 20 30 150 486

Supervisory or two- tier board/unitary board of directors 1/52 4/36 30/0 3/97 18/7 25/0 1/24 0/25 1/49 4/43 0/79 0/95 20/0 0/30 1/14925 0/486

Average number of board meetings per year 9.5 9 6.5 11.1 8.5 9.3 10.6 10.9 9.4 6.820 6.1 10.7 9.9 20 7.6 8.1

% companies which conducted an external board evaluation 1.9% 30% 23.3% 35% 28% 17% 0% 0% 11% 8.5% 17.7% 15% 5% - 43.3% - 26

Combined chairman and CEO 7.5% 62.5% 0 22% 4% n/a n/a n/a16 0% 0% 5.1% 57% 0% 7% 1.3% 52%

% boards with SID, lead director or equivalent 0% 70% 0 43% 60% 0% 0% 4% 0% 14.9% 55.7% 27% 20% n/a 98.7% 89%

boar

d

Average board size (total) 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 10.3 9.8 10.3 10.8

Average board size (excluding employee representatives) 10.2 12.7 8.2 n/a n/a 7 7.8 5.8 8.1 8.6 n/a 10.9 10.2 8.8 10.3 n/a

Average number of independent board members 4.4 8.4 n/a 5.8 7.2 4.6 6.4 4.7 5.0 3.6 7.2 4.2 9.1 3.2 6.3 9.1

Percentage of independent board members 43.3% 58% 60%3 49.2% 66.8% 76% 84% 80% 62% 35% 58.1% 39% 88.3% 33% 60.5% 84%

Average number of non- executive directors 7.8 11.2 7.34 9.3 6.9 6 6.6 4.8 6.4 7.1 8.6 8.6 9.8 8.7 6.7 -

Average number of executive directors 1.6 1.2 n/a 2.6 3 n/a n/a n/a 0.718 1.6 2.9 1.9 0.45 1.1 2.7 -

age

Average age: all directors 56.9 59.7 - 58.9 58.7 57.2 57.3 55.3 57.3 53.1 56.8 60 60.5 57.6 57.5 -

Average age: non- executive directors 57.4 60.9 61.44 59.0 61.3 57.2 57.3 55.2 57.7 53.7 58.2 n/a 60.5 58.3 59.2 63.127

Average age: executive directors 54.1 58.4 n/a 58.5 52 n/a9 n/a12 n/a17 53.9 49.5 52.5 n/a 58.7 54.9 52.6 -

fore

Ign

Percentage of foreign board members (all) 32.6% 33% n/a 7.7% 42.7% 42% 35% 29.6% 24% 22.2% 21.3% 12.5% 62% 15% 32.1% -

Percentage of foreign non- executive directors 33% 37% 18.1% 9% 45.8% 42% 35% 28.9% 25% 26.2% 23.3% 14% 61.7% 14.6% 35.3% 8.2%28

Percentage of foreign executive directors 32.6% 12% n/a 3.1% 33.3% n/a n/a n/a 14% 2.6% 14.6% 4% 66.7% 0.4% 23% -

Average number of nationalities represented on the board 3.1 4.6 2.84 1.7 4.4 3.3 3.1 2.614 2.8 2.8 2.9 - 6.1 1.87 3.2 -

gen

der

Percentage of female board directors (all) 24.2% 34.3% - 22.4% 21.6% 23% 30% 42% 35% 7.6% 20.9% 14% 19% 9.5% 23% 19.8%

Percentage of female non- executive directors 26.7% 37% 24.9% 26.2% 26.4% 23% 30% 43% 37% 7.7% 24.8% 16% 19.9% 8.8% 28.4% -

Percentage of female executive directors 10.5% 4% n/a 8.2% 9.3% n/a n/a n/a 8% 6%21 8% 3% 0% 0.7% 7.9% -

Percentage of companies with at least one woman on the board 96.2% 100% 93% 96% 80% 88% 100% 96% 100% 38% 97.5% 74% 90% 57% 99.3% 97.3%

new

m

embe

rs

Percentage of new board members 12.5% 8% 10.3% 18.2% 16.8% 15% 15% 21% 9% 20.2% 9.6% 14% 11.7% 16% 14.4% 7.1%27

Percentage of women among new board members 44.1% 62%1 24% 33.8% 33.3% 31% 33% 48% 57% 2% 28% 18% 29.2% 10% 35.7% 31%27

Percentage of non- nationals among new board members 50% 47%1 20% 10.2% 44.1% 50% 43% 26% 50% 3.5% 30% 28% 70.8% 18.8% 43.3% 9%27

oth

er

boar

ds

Average number of boards per director (total) 1.9 2.1 35 3.5 2.1 2 1.9 1.7 2.6 1.5 2.1 1.13 2.4 1.5 2.0 2.127

Percentage of executive directors with an outside board 31.4% 71% n/a 56.8% 30.7% n/a n/a n/a 59% 16.7% 27% 10% 22.2% 24% 28.4% 43%29

Percentage of non- executive directors with a full- time executive role 65.2% 49% 37.9%4 n/a 30.6% 59% 49%10 56%15 44%19 9% 36.1% n/a 46.9% 16%24 36.5% -

age

lIm

Its Percentage of companies with a mandatory retirement age 41.5% 33% 73.4% 4% 4.0% 68% 8% 0% 0% 0% 6% 24% 65% 34% n/a 73%

Average mandatory retirement age 70.1 72.4 73 72 70 70.6 68.5 n/a n/a n/a 70.4 71.6 71 60.9 n/a 73.1

rem

un

erat

Ion Average retainer for non- executive directors €32,646 €72,6082 €70,0006 €43,000 €64,383 €47,835 €52,644 €35,319 €49,032 €144,104 €26,830 €67,686 €127,34623 €51,450 €80,874 $91,857

Average fee for audit committee membership €22,513 €18,460 €34,500 €17,000 €11,551 €19,728 €4,53311 €9,063 €11,460 - €9,253 €25,118 €35,28823 - €16,669 $10,178

Average fee for remuneration committee membership €32,834 €13,997 - 7 €10,000 €7,710 €15,458 €3,57311 €6,486 €7,319 - €7,129 - €25,83923 - €14,387 $9,646

Average compensation for nomination committee membership €12,016 €15,106 €23,250 €13,000 €6,972 €11,443 €1,62011 €2,532 n/a - €5,689 €21,094 €25,03523 - €9,484 $7,31130

exCo

Average size of ExCo/executive board 6.3 12.5 - 5.48 7.1 7.6 9.5 8 9.2 10.2 10.4 - 9.4 11.9 10.3 -

Percentage of foreigners on the ExCo 31.9% 28.5% - 3.6%8 47.4% 32% 31% 21% 27% 5.2% 16.8% - 67.6% 2.3% 28.2% -

Percentage of women on the ExCo 16.1% 11.6% - 8.6%8 12.9% 10% 15% 20% 22% 11.3%22 13.5% - 6.4% 9.8% 17.2% -

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SPENCER STUART PAGE 25

BELGIUM FRANCE GERMANY ITALYNETHER- LANDS

NORDICSRUSSIA

SOUTH AFRICA SPAIN

SWITZER- LAND TURKEY UK USADenmark Finland Norway Sweden

gen

eral

Info

rmat

Ion

Size of sample 53 40 30 100 25 25 25 2513 50 47 79 95 20 30 150 486

Supervisory or two- tier board/unitary board of directors 1/52 4/36 30/0 3/97 18/7 25/0 1/24 0/25 1/49 4/43 0/79 0/95 20/0 0/30 1/14925 0/486

Average number of board meetings per year 9.5 9 6.5 11.1 8.5 9.3 10.6 10.9 9.4 6.820 6.1 10.7 9.9 20 7.6 8.1

% companies which conducted an external board evaluation 1.9% 30% 23.3% 35% 28% 17% 0% 0% 11% 8.5% 17.7% 15% 5% - 43.3% - 26

Combined chairman and CEO 7.5% 62.5% 0 22% 4% n/a n/a n/a16 0% 0% 5.1% 57% 0% 7% 1.3% 52%

% boards with SID, lead director or equivalent 0% 70% 0 43% 60% 0% 0% 4% 0% 14.9% 55.7% 27% 20% n/a 98.7% 89%

boar

d

Average board size (total) 10.3 14.3 16.2 11.9 10.7 9.9 7.9 8.2 9.7 10.3 12.5 10.9 10.3 9.8 10.3 10.8

Average board size (excluding employee representatives) 10.2 12.7 8.2 n/a n/a 7 7.8 5.8 8.1 8.6 n/a 10.9 10.2 8.8 10.3 n/a

Average number of independent board members 4.4 8.4 n/a 5.8 7.2 4.6 6.4 4.7 5.0 3.6 7.2 4.2 9.1 3.2 6.3 9.1

Percentage of independent board members 43.3% 58% 60%3 49.2% 66.8% 76% 84% 80% 62% 35% 58.1% 39% 88.3% 33% 60.5% 84%

Average number of non- executive directors 7.8 11.2 7.34 9.3 6.9 6 6.6 4.8 6.4 7.1 8.6 8.6 9.8 8.7 6.7 -

Average number of executive directors 1.6 1.2 n/a 2.6 3 n/a n/a n/a 0.718 1.6 2.9 1.9 0.45 1.1 2.7 -

age

Average age: all directors 56.9 59.7 - 58.9 58.7 57.2 57.3 55.3 57.3 53.1 56.8 60 60.5 57.6 57.5 -

Average age: non- executive directors 57.4 60.9 61.44 59.0 61.3 57.2 57.3 55.2 57.7 53.7 58.2 n/a 60.5 58.3 59.2 63.127

Average age: executive directors 54.1 58.4 n/a 58.5 52 n/a9 n/a12 n/a17 53.9 49.5 52.5 n/a 58.7 54.9 52.6 -

fore

Ign

Percentage of foreign board members (all) 32.6% 33% n/a 7.7% 42.7% 42% 35% 29.6% 24% 22.2% 21.3% 12.5% 62% 15% 32.1% -

Percentage of foreign non- executive directors 33% 37% 18.1% 9% 45.8% 42% 35% 28.9% 25% 26.2% 23.3% 14% 61.7% 14.6% 35.3% 8.2%28

Percentage of foreign executive directors 32.6% 12% n/a 3.1% 33.3% n/a n/a n/a 14% 2.6% 14.6% 4% 66.7% 0.4% 23% -

Average number of nationalities represented on the board 3.1 4.6 2.84 1.7 4.4 3.3 3.1 2.614 2.8 2.8 2.9 - 6.1 1.87 3.2 -

gen

der

Percentage of female board directors (all) 24.2% 34.3% - 22.4% 21.6% 23% 30% 42% 35% 7.6% 20.9% 14% 19% 9.5% 23% 19.8%

Percentage of female non- executive directors 26.7% 37% 24.9% 26.2% 26.4% 23% 30% 43% 37% 7.7% 24.8% 16% 19.9% 8.8% 28.4% -

Percentage of female executive directors 10.5% 4% n/a 8.2% 9.3% n/a n/a n/a 8% 6%21 8% 3% 0% 0.7% 7.9% -

Percentage of companies with at least one woman on the board 96.2% 100% 93% 96% 80% 88% 100% 96% 100% 38% 97.5% 74% 90% 57% 99.3% 97.3%

new

m

embe

rs

Percentage of new board members 12.5% 8% 10.3% 18.2% 16.8% 15% 15% 21% 9% 20.2% 9.6% 14% 11.7% 16% 14.4% 7.1%27

Percentage of women among new board members 44.1% 62%1 24% 33.8% 33.3% 31% 33% 48% 57% 2% 28% 18% 29.2% 10% 35.7% 31%27

Percentage of non- nationals among new board members 50% 47%1 20% 10.2% 44.1% 50% 43% 26% 50% 3.5% 30% 28% 70.8% 18.8% 43.3% 9%27

oth

er

boar

ds

Average number of boards per director (total) 1.9 2.1 35 3.5 2.1 2 1.9 1.7 2.6 1.5 2.1 1.13 2.4 1.5 2.0 2.127

Percentage of executive directors with an outside board 31.4% 71% n/a 56.8% 30.7% n/a n/a n/a 59% 16.7% 27% 10% 22.2% 24% 28.4% 43%29

Percentage of non- executive directors with a full- time executive role 65.2% 49% 37.9%4 n/a 30.6% 59% 49%10 56%15 44%19 9% 36.1% n/a 46.9% 16%24 36.5% -

age

lIm

Its Percentage of companies with a mandatory retirement age 41.5% 33% 73.4% 4% 4.0% 68% 8% 0% 0% 0% 6% 24% 65% 34% n/a 73%

Average mandatory retirement age 70.1 72.4 73 72 70 70.6 68.5 n/a n/a n/a 70.4 71.6 71 60.9 n/a 73.1

rem

un

erat

Ion Average retainer for non- executive directors €32,646 €72,6082 €70,0006 €43,000 €64,383 €47,835 €52,644 €35,319 €49,032 €144,104 €26,830 €67,686 €127,34623 €51,450 €80,874 $91,857

Average fee for audit committee membership €22,513 €18,460 €34,500 €17,000 €11,551 €19,728 €4,53311 €9,063 €11,460 - €9,253 €25,118 €35,28823 - €16,669 $10,178

Average fee for remuneration committee membership €32,834 €13,997 - 7 €10,000 €7,710 €15,458 €3,57311 €6,486 €7,319 - €7,129 - €25,83923 - €14,387 $9,646

Average compensation for nomination committee membership €12,016 €15,106 €23,250 €13,000 €6,972 €11,443 €1,62011 €2,532 n/a - €5,689 €21,094 €25,03523 - €9,484 $7,31130

exCo

Average size of ExCo/executive board 6.3 12.5 - 5.48 7.1 7.6 9.5 8 9.2 10.2 10.4 - 9.4 11.9 10.3 -

Percentage of foreigners on the ExCo 31.9% 28.5% - 3.6%8 47.4% 32% 31% 21% 27% 5.2% 16.8% - 67.6% 2.3% 28.2% -

Percentage of women on the ExCo 16.1% 11.6% - 8.6%8 12.9% 10% 15% 20% 22% 11.3%22 13.5% - 6.4% 9.8% 17.2% -

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PAGE 26 SPENCER STUART

Board composition

Board size & composition chairmannon-

executivesnon-executives

appointed in past year tenure age quoted BoardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

denmark

A. P. Moller-Mærsk 12 2 52 Male No 2 42 0 0 0 5.9 11.5 60.0 N/A 58.8 1 2.1

Carlsberg 15 5 5 Male No 3 4 1 0 0 3.5 3.3 62.0 N/A 61.2 0 1.7

Chr. Hansen 10 3 4 Male No 2 4 2 1 1 3.4 5.3 58.0 N/A 55.8 2 1.9

Coloplast 9 3 2 Male No 0 1 0 0 0 19.4 8.6 60.0 N/A 61.8 2 1.8

Danske Bank 12 4 4 Male No 1 5 0 0 0 2.5 3.5 58.0 N/A 54.0 2 2.4

DSV 6 0 1 Male No 2 0 1 0 0 3.5 6.9 69.0 N/A 57.6 0 2

FLSmidth 9 3 3 Male No 1 3 0 0 0 6.2 4.2 55.0 N/A 62.4 6 2.7

Genmab 7 2 4 Male Yes 1 2 2 1 1 5.1 2.2 69.0 N/A 64.0 1 2

GN 9 3 6 Male Yes 2 4 1 1 1 5.0 7.0 67.0 N/A 57.2 2 2

ISS A/S 9 3 5 Male Yes 2 4 2 2 2 1.5 1.8 58.0 N/A 57.6 0 1

Jyske Bank 10 3 1 Male No 1 02 0 0 0 5.3 11.3 66.0 N/A 60.8 0 1.1

Københavns Lufthavne 9 3 4 Male No 1 5 1 0 1 2.7 1.1 65.0 N/A 50.4 1 1.7

Lundbeck 9 3 3 Male Yes 2 2 3 1 1 0.9 2.3 59.0 N/A 54.4 2 2.3

Novo Nordisk 12 4 6 Male Yes 3 5 3 2 2 2.1 2.3 66.0 N/A 57.9 1 2.4

Novozymes 10 3 3 Male No 2 4 1 0 1 3.9 14.7 61.0 N/A 56.7 0 2.3

Pandora 9 0 5 Male No 2 4 21 0 1 2.6 0.8 52.0 N/A 51.3 0 1.6

ROCKWOOL 9 3 2 Male No 0 1 0 0 0 3.8 1.3 53.0 N/A 55.0 0 1.8

Royal Unibrew 11 4 3 Male No 1 2 0 0 0 4.5 4.8 54.0 N/A 57.0 0 2.7

SimCorp 7 2 4 Male No 1 3 0 0 0 4.0 7.3 51.0 N/A 57.5 2 1.8

Sydbank 11 3 1 Male No 0 02 3 0 0 3.2 0.3 67.0 N/A 56.6 2 1.3

TDC 12 5 4 Male No 1 3 1 0 1 4.0 7.3 55.0 N/A 53.8 6 3

Topdanmark 9 3 2 Male No 2 1 1 0 0 3.7 0.3 49.0 N/A 54.4 3 2.5

Tryg 12 4 3 Male No 4 2 1 0 1 3.2 2.2 62.0 N/A 55.9 0 2.1

Vestas Wind Systems 12 4 3 Male Yes 2 3 1 0 0 2.4 3.3 59.0 N/A 55.3 4 2.1

William Demant 7 3 1 Male No 1 0 0 0 0 6.2 8.3 65.0 N/A 51.0 1 1.5

nd Not discloseder Employee representatives

1 Dataset includes Svein Rennemo and Grace Skaugen

2 Nationality of 1 or more directors not disclosed

3 No exact dates on tenure available, average is based on tenure in years

4 Not all ages were available

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SPENCER STUART PAGE 27

Board size & composition chairmannon-

executivesnon-executives

appointed in past year tenure age quoted BoardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

denmark

A. P. Moller-Mærsk 12 2 52 Male No 2 42 0 0 0 5.9 11.5 60.0 N/A 58.8 1 2.1

Carlsberg 15 5 5 Male No 3 4 1 0 0 3.5 3.3 62.0 N/A 61.2 0 1.7

Chr. Hansen 10 3 4 Male No 2 4 2 1 1 3.4 5.3 58.0 N/A 55.8 2 1.9

Coloplast 9 3 2 Male No 0 1 0 0 0 19.4 8.6 60.0 N/A 61.8 2 1.8

Danske Bank 12 4 4 Male No 1 5 0 0 0 2.5 3.5 58.0 N/A 54.0 2 2.4

DSV 6 0 1 Male No 2 0 1 0 0 3.5 6.9 69.0 N/A 57.6 0 2

FLSmidth 9 3 3 Male No 1 3 0 0 0 6.2 4.2 55.0 N/A 62.4 6 2.7

Genmab 7 2 4 Male Yes 1 2 2 1 1 5.1 2.2 69.0 N/A 64.0 1 2

GN 9 3 6 Male Yes 2 4 1 1 1 5.0 7.0 67.0 N/A 57.2 2 2

ISS A/S 9 3 5 Male Yes 2 4 2 2 2 1.5 1.8 58.0 N/A 57.6 0 1

Jyske Bank 10 3 1 Male No 1 02 0 0 0 5.3 11.3 66.0 N/A 60.8 0 1.1

Københavns Lufthavne 9 3 4 Male No 1 5 1 0 1 2.7 1.1 65.0 N/A 50.4 1 1.7

Lundbeck 9 3 3 Male Yes 2 2 3 1 1 0.9 2.3 59.0 N/A 54.4 2 2.3

Novo Nordisk 12 4 6 Male Yes 3 5 3 2 2 2.1 2.3 66.0 N/A 57.9 1 2.4

Novozymes 10 3 3 Male No 2 4 1 0 1 3.9 14.7 61.0 N/A 56.7 0 2.3

Pandora 9 0 5 Male No 2 4 21 0 1 2.6 0.8 52.0 N/A 51.3 0 1.6

ROCKWOOL 9 3 2 Male No 0 1 0 0 0 3.8 1.3 53.0 N/A 55.0 0 1.8

Royal Unibrew 11 4 3 Male No 1 2 0 0 0 4.5 4.8 54.0 N/A 57.0 0 2.7

SimCorp 7 2 4 Male No 1 3 0 0 0 4.0 7.3 51.0 N/A 57.5 2 1.8

Sydbank 11 3 1 Male No 0 02 3 0 0 3.2 0.3 67.0 N/A 56.6 2 1.3

TDC 12 5 4 Male No 1 3 1 0 1 4.0 7.3 55.0 N/A 53.8 6 3

Topdanmark 9 3 2 Male No 2 1 1 0 0 3.7 0.3 49.0 N/A 54.4 3 2.5

Tryg 12 4 3 Male No 4 2 1 0 1 3.2 2.2 62.0 N/A 55.9 0 2.1

Vestas Wind Systems 12 4 3 Male Yes 2 3 1 0 0 2.4 3.3 59.0 N/A 55.3 4 2.1

William Demant 7 3 1 Male No 1 0 0 0 0 6.2 8.3 65.0 N/A 51.0 1 1.5

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PAGE 28 SPENCER STUART

Board composition

board sIze & ComposItIon ChaIrmannon-

exeCutIvesnon-exeCutIves

appoInted In past year tenure age quoted boardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

fInland

Amer Sports 8 0 6 Male No 2 5 1 1 1 6.6 9.3 58.0 N/A 58.1 3 1.5

Cargotec 7 0 1 Male No 1 0 0 0 0 6.8 9.9 56.0 N/A 61.3 0 2

Caverion 6 0 2 Male No 2 1 2 0 0 1.3 0.3 52.0 N/A 50.6 0 2.2

Citycon 10 0 7 Male Yes 3 8 3 1 3 3.9 5.0 65.0 N/A 54.8 4 2

Elisa 6 0 1 Male No 2 0 0 0 0 2.6 3.2 62.0 N/A 55.6 3 1.5

Fiskars 10 0 2 Male No 4 4 4 2 2 5.7 1.3 50.0 N/A 50.1 1 2.1

Fortum 8 0 3 Female No 2 3 2 1 1 2.1 4.3 59.0 N/A 57.0 3 1.5

Huhtamaki 7 0 5 Male No 3 4 0 0 0 6.9 2.2 58.0 N/A 66.5 3 2

Kemira 6 0 3 Male No 2 2 0 0 0 4.6 1.3 61.0 N/A 57.6 1 2.2

Kesko 7 0 1 Male No 2 0 4 2 0 1.2 3.2 52.0 N/A 51.0 0 1.3

Kone 11 0 2 Male No 3 1 2 1 1 5.6 8.5 58.0 N/A 53.5 1 1.9

Konecranes 8 0 2 Male No 2 2 2 0 0 6.3 10.0 70.0 N/A 58.0 2 2.4

Metsä Board 9 0 1 Male No 2 0 0 0 0 6.1 10.4 59.0 N/A 62.5 0 1.2

Metso 8 1 4 Male No 2 4 0 0 0 3.6 1.5 65.0 N/A 57.2 1 1.7

Neste Oil 7 0 4 Male No 3 2 1 0 0 2.5 3.3 64.0 N/A 57.2 3 1.9

Nokia 8 0 5 Male No 2 5 1 0 1 2.5 1.1 49.0 N/A 56.0 1 2.4

Nokian Renkaat 6 0 1 Male No 2 0 1 0 0 5.6 9.2 67.0 N/A 55.0 2 2.2

Orion 7 0 1 Male No 1 0 0 0 0 8.6 5.3 64.0 N/A 59.3 0 1

Outokumpu 8 0 4 Male No 2 3 1 1 0 2.6 2.3 64.0 N/A 61.3 0 1.4

Sampo 8 0 3 Male No 4 2 1 0 0 5.1 2.9 62.0 N/A 56.3 2 2.1

Stora Enso 8 0 4 Male Yes 2 4 0 0 0 3.9 5.3 65.0 N/A 57.3 3 2.5

Tieto 10 2 3 Male No 2 5 1 0 1 3.4 5.3 67.0 N/A 52.7 0 2.3

UPM-Kymmene 10 0 4 Male No 3 3 2 1 1 4.9 7.3 62.0 55.0 55.5 2 1.9

Valmet 7 1 5 Male Yes 2 3 1 0 1 1.83 0.2 59.0 N/A 57.2 1 2

Wärtsilä 8 0 3 Male No 2 3 1 0 1 3.9 4.3 65.0 N/A 58.6 1 2.4

nd Not discloseder Employee representatives

1 Dataset includes Svein Rennemo and Grace Skaugen

2 Nationality of 1 or more directors not disclosed

3 No exact dates on tenure available, average is based on tenure in years

4 Not all ages were available

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SPENCER STUART PAGE 29

board sIze & ComposItIon ChaIrmannon-

exeCutIvesnon-exeCutIves

appoInted In past year tenure age quoted boardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

fInland

Amer Sports 8 0 6 Male No 2 5 1 1 1 6.6 9.3 58.0 N/A 58.1 3 1.5

Cargotec 7 0 1 Male No 1 0 0 0 0 6.8 9.9 56.0 N/A 61.3 0 2

Caverion 6 0 2 Male No 2 1 2 0 0 1.3 0.3 52.0 N/A 50.6 0 2.2

Citycon 10 0 7 Male Yes 3 8 3 1 3 3.9 5.0 65.0 N/A 54.8 4 2

Elisa 6 0 1 Male No 2 0 0 0 0 2.6 3.2 62.0 N/A 55.6 3 1.5

Fiskars 10 0 2 Male No 4 4 4 2 2 5.7 1.3 50.0 N/A 50.1 1 2.1

Fortum 8 0 3 Female No 2 3 2 1 1 2.1 4.3 59.0 N/A 57.0 3 1.5

Huhtamaki 7 0 5 Male No 3 4 0 0 0 6.9 2.2 58.0 N/A 66.5 3 2

Kemira 6 0 3 Male No 2 2 0 0 0 4.6 1.3 61.0 N/A 57.6 1 2.2

Kesko 7 0 1 Male No 2 0 4 2 0 1.2 3.2 52.0 N/A 51.0 0 1.3

Kone 11 0 2 Male No 3 1 2 1 1 5.6 8.5 58.0 N/A 53.5 1 1.9

Konecranes 8 0 2 Male No 2 2 2 0 0 6.3 10.0 70.0 N/A 58.0 2 2.4

Metsä Board 9 0 1 Male No 2 0 0 0 0 6.1 10.4 59.0 N/A 62.5 0 1.2

Metso 8 1 4 Male No 2 4 0 0 0 3.6 1.5 65.0 N/A 57.2 1 1.7

Neste Oil 7 0 4 Male No 3 2 1 0 0 2.5 3.3 64.0 N/A 57.2 3 1.9

Nokia 8 0 5 Male No 2 5 1 0 1 2.5 1.1 49.0 N/A 56.0 1 2.4

Nokian Renkaat 6 0 1 Male No 2 0 1 0 0 5.6 9.2 67.0 N/A 55.0 2 2.2

Orion 7 0 1 Male No 1 0 0 0 0 8.6 5.3 64.0 N/A 59.3 0 1

Outokumpu 8 0 4 Male No 2 3 1 1 0 2.6 2.3 64.0 N/A 61.3 0 1.4

Sampo 8 0 3 Male No 4 2 1 0 0 5.1 2.9 62.0 N/A 56.3 2 2.1

Stora Enso 8 0 4 Male Yes 2 4 0 0 0 3.9 5.3 65.0 N/A 57.3 3 2.5

Tieto 10 2 3 Male No 2 5 1 0 1 3.4 5.3 67.0 N/A 52.7 0 2.3

UPM-Kymmene 10 0 4 Male No 3 3 2 1 1 4.9 7.3 62.0 55.0 55.5 2 1.9

Valmet 7 1 5 Male Yes 2 3 1 0 1 1.83 0.2 59.0 N/A 57.2 1 2

Wärtsilä 8 0 3 Male No 2 3 1 0 1 3.9 4.3 65.0 N/A 58.6 1 2.4

Page 32: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

PAGE 30 SPENCER STUART

Board composition

board sIze & ComposItIon ChaIrmannon-

exeCutIvesnon-exeCutIves

appoInted In past year tenure age quoted boardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

norway

Akastor 8 3 4 Male No 3 3 1 1 1 4.5 6.1 51.0 N/A 52.8 0 3

Aker 10 4 3 Male No 3 2 0 0 0 4.3 6.6 56.0 N/A 58.6 3 2.2

Aker Solutions 8 3 3 Male No 2 3 5 2 3 0.8 0.8 51.0 N/A 56.0 0 2.2

DNB 8 4 1 Female No 0 0 1 0 0 3.9 6.9 60.0 N/A 55.7 0 1

DNO 4 0 3 Male Yes 1 1 0 0 0 5.2 4.0 63.0 N/A 674 1 1

Entra 7 2 1 Female No 1 0 0 0 0 4.2 3.2 59.0 N/A 57.3 2 1.6

Gjensidige 10 3 3 Male No 3 2 0 0 0 3.5 4.4 69.0 N/A 57.5 1 1.6

Hafslund 8 3 5 Male No 2 1 0 0 0 4.6 5.1 60.0 N/A 54.0 2 1.8

Kongsberg 8 3 1 Male No 2 0 2 1 0 1.5 10.0 65.0 N/A 53.5 1 1.8

Lerøy 7 1 1 Male No 3 0 0 0 0 5.2 5.6 52.0 N/A 46.8 2 2

Marine Harvest 9 3 3 Male No 3 2 0 0 0 4.8 5.0 80.0 N/A 49.6 0 2.2

Norsk Hydro 10 3 3 Male No 3 2 0 0 0 4.7 1.0 57.0 N/A 59.8 1 1.6

Norwegian Energy Company 4 1 2 Female No 0 1 3 1 1 0.3 0.4 40.0 N/A 43.5 0 2

Orkla 9 3 3 Male No 3 3 0 0 0 1.8 9.0 58.0 N/A 51.4 0 2.3

SalMar 7 2 1 Male No 2 0 0 0 0 4.1 8.1 66.0 N/A 594 0 1.3

Schibsted 10 3 7 Male No 3 5 0 0 0 3.9 13.0 61.0 N/A 50.2 0 1.3

SpareBank 9 2 1 Male No 3 0 3 2 0 2.4 1.0 59.0 N/A 51.0 1 ND

Statoil 10 3 3 Male No 3 2 2 1 0 3.5 7.1 67.0 N/A 56.0 0 1.6

Storebrand 10 3 2 Male No 4 1 3 1 0 1.6 6.0 60.0 N/A 51.0 2 2

Subsea 7 7 0 4 Male Yes 0 5 0 0 0 5.1 4.3 66.0 61.0 63.8 3 2.1

Telenor 11 3 4 Male No 3 3 1 1 0 3.1 3.0 68.0 N/A 57.7 0 1.9

TGS 7 0 12 Male No 3 02 2 1 0 3.3 5.9 56.0 N/A 55.3 0 1.4

Veidekke 8 3 22 Male No 3 22 0 0 0 4.6 13.1 65.0 N/A 53.3 0 1.2

XXL 7 0 2 Male No 3 3 7 3 3 0.6 0.7 54.0 N/A 46.0 0 1.3

Yara International 8 3 12 Male No 2 02 1 1 0 1.0 1.0 63.0 N/A 53.8 1 1.4

nd Not discloseder Employee representatives

1 Dataset includes Svein Rennemo and Grace Skaugen

2 Nationality of 1 or more directors not disclosed

3 No exact dates on tenure available, average is based on tenure in years

4 Not all ages were available

Page 33: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

SPENCER STUART PAGE 31

board sIze & ComposItIon ChaIrmannon-

exeCutIvesnon-exeCutIves

appoInted In past year tenure age quoted boardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

norway

Akastor 8 3 4 Male No 3 3 1 1 1 4.5 6.1 51.0 N/A 52.8 0 3

Aker 10 4 3 Male No 3 2 0 0 0 4.3 6.6 56.0 N/A 58.6 3 2.2

Aker Solutions 8 3 3 Male No 2 3 5 2 3 0.8 0.8 51.0 N/A 56.0 0 2.2

DNB 8 4 1 Female No 0 0 1 0 0 3.9 6.9 60.0 N/A 55.7 0 1

DNO 4 0 3 Male Yes 1 1 0 0 0 5.2 4.0 63.0 N/A 674 1 1

Entra 7 2 1 Female No 1 0 0 0 0 4.2 3.2 59.0 N/A 57.3 2 1.6

Gjensidige 10 3 3 Male No 3 2 0 0 0 3.5 4.4 69.0 N/A 57.5 1 1.6

Hafslund 8 3 5 Male No 2 1 0 0 0 4.6 5.1 60.0 N/A 54.0 2 1.8

Kongsberg 8 3 1 Male No 2 0 2 1 0 1.5 10.0 65.0 N/A 53.5 1 1.8

Lerøy 7 1 1 Male No 3 0 0 0 0 5.2 5.6 52.0 N/A 46.8 2 2

Marine Harvest 9 3 3 Male No 3 2 0 0 0 4.8 5.0 80.0 N/A 49.6 0 2.2

Norsk Hydro 10 3 3 Male No 3 2 0 0 0 4.7 1.0 57.0 N/A 59.8 1 1.6

Norwegian Energy Company 4 1 2 Female No 0 1 3 1 1 0.3 0.4 40.0 N/A 43.5 0 2

Orkla 9 3 3 Male No 3 3 0 0 0 1.8 9.0 58.0 N/A 51.4 0 2.3

SalMar 7 2 1 Male No 2 0 0 0 0 4.1 8.1 66.0 N/A 594 0 1.3

Schibsted 10 3 7 Male No 3 5 0 0 0 3.9 13.0 61.0 N/A 50.2 0 1.3

SpareBank 9 2 1 Male No 3 0 3 2 0 2.4 1.0 59.0 N/A 51.0 1 ND

Statoil 10 3 3 Male No 3 2 2 1 0 3.5 7.1 67.0 N/A 56.0 0 1.6

Storebrand 10 3 2 Male No 4 1 3 1 0 1.6 6.0 60.0 N/A 51.0 2 2

Subsea 7 7 0 4 Male Yes 0 5 0 0 0 5.1 4.3 66.0 61.0 63.8 3 2.1

Telenor 11 3 4 Male No 3 3 1 1 0 3.1 3.0 68.0 N/A 57.7 0 1.9

TGS 7 0 12 Male No 3 02 2 1 0 3.3 5.9 56.0 N/A 55.3 0 1.4

Veidekke 8 3 22 Male No 3 22 0 0 0 4.6 13.1 65.0 N/A 53.3 0 1.2

XXL 7 0 2 Male No 3 3 7 3 3 0.6 0.7 54.0 N/A 46.0 0 1.3

Yara International 8 3 12 Male No 2 02 1 1 0 1.0 1.0 63.0 N/A 53.8 1 1.4

Page 34: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

PAGE 32 SPENCER STUART

Board composition

board sIze & ComposItIon ChaIrmannon-

exeCutIvesnon-exeCutIves

appoInted In past year tenure age quoted boardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

sweden

AAK 8 2 3 Male No 3 2 1 1 1 3.2 9.2 68.0 57.0 44.3 5 3.4

Alfa Laval 12 3 3 Male No 3 2 1 1 1 8.2 12.0 66.0 64.0 56.9 2 2.3

ASSA ABLOY 10 2 1 Male No 3 0 1 1 0 5.9 3.1 64.0 56.0 56.0 1 4.4

Atlas Copco 11 2 3 Male No 3 1 0 0 0 9.0 1.1 58.0 59.0 57.9 2 3.1

Axfood 10 3 2 Male No 4 1 1 1 0 6.8 6.3 47.0 N/A 59.8 1 1.9

Axis Communications 8 2 1 Male No 1 0 0 0 0 123 2.1 58.0 N/A 50.6 0 1.5

BillerudKorsnäs 10 2 2 Male No 3 2 1 1 0 4.4 1.2 55.0 N/A 61.4 2 2.1

Boliden 11 3 1 Male No 3 0 1 1 0 6.3 9.8 69.0 61.0 60.3 3 2.7

Castellum 7 0 1 Female No 2 0 1 1 0 4.6 3.3 56.0 N/A 56.5 4 2.3

Electrolux 12 3 6 Male Yes 3 2 0 0 0 4.6 1.3 59.0 59.0 56.0 1 1.8

Elekta 8 0 5 Male No 2 4 0 0 0 6.5 1.8 62.0 60.0 63.3 0 1.7

Ericsson 14 3 5 Male No 4 5 1 1 1 5.1 4.2 63.0 50.0 54.8 2 3.1

Fabege 7 0 1 Male No 2 0 0 0 0 8.4 8.3 73.0 51.0 56.0 5 3.2

Fastighets 5 0 1 Female No 0 0 0 0 0 8.1 8.3 72.0 48.0 58.7 0 1.5

Getinge 10 2 2 Male No 3 0 0 0 0 7.4 18.2 63.0 52.0 56.7 4 3.1

Handelsbanken 9 0 4 Male No 3 4 1 1 1 7.3 0.3 54.0 48.0 59.6 3 2.7

Hennes & Mauritz 10 2 1 Male No 3 0 0 0 0 8.0 17.2 67.0 N/A 53.9 1 2.9

Hexagon AB 6 0 2 Male No 3 1 0 0 0 4.9 16.4 68.0 50.0 57.8 5 3.4

Hexpol 7 0 1 Male No 2 0 0 0 0 5.9 7.1 68.0 59.0 50.6 5 4.2

Holmen 12 3 1 Male No 2 0 1 1 0 9.4 5.3 63.0 49.0 60.0 6 2.9

Hufvudstaden 9 0 1 Male No 2 0 0 0 0 12.6 9.5 63.0 53.0 57.7 6 2.3

Husqvarna 10 2 3 Male Yes 3 1 0 0 0 3.1 0.3 60.0 56.0 50.3 2 3

ICA Gruppen 12 2 1 Male No 3 0 1 1 0 4.7 2.1 56.0 N/A 53.4 1 2.1

Industrivärden 7 0 1 Male No 2 0 1 0 0 3.3 1.1 63.0 60.0 59.6 6 3.7

Investment AB Kinnevik 7 0 4 Female No 1 3 1 0 0 7.5 1.7 38.0 N/A 56.5 2 3

nd Not discloseder Employee representatives

1 Dataset includes Svein Rennemo and Grace Skaugen

2 Nationality of 1 or more directors not disclosed

3 No exact dates on tenure available, average is based on tenure in years

4 Not all ages were available

Page 35: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

SPENCER STUART PAGE 33

board sIze & ComposItIon ChaIrmannon-

exeCutIvesnon-exeCutIves

appoInted In past year tenure age quoted boardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

sweden

AAK 8 2 3 Male No 3 2 1 1 1 3.2 9.2 68.0 57.0 44.3 5 3.4

Alfa Laval 12 3 3 Male No 3 2 1 1 1 8.2 12.0 66.0 64.0 56.9 2 2.3

ASSA ABLOY 10 2 1 Male No 3 0 1 1 0 5.9 3.1 64.0 56.0 56.0 1 4.4

Atlas Copco 11 2 3 Male No 3 1 0 0 0 9.0 1.1 58.0 59.0 57.9 2 3.1

Axfood 10 3 2 Male No 4 1 1 1 0 6.8 6.3 47.0 N/A 59.8 1 1.9

Axis Communications 8 2 1 Male No 1 0 0 0 0 123 2.1 58.0 N/A 50.6 0 1.5

BillerudKorsnäs 10 2 2 Male No 3 2 1 1 0 4.4 1.2 55.0 N/A 61.4 2 2.1

Boliden 11 3 1 Male No 3 0 1 1 0 6.3 9.8 69.0 61.0 60.3 3 2.7

Castellum 7 0 1 Female No 2 0 1 1 0 4.6 3.3 56.0 N/A 56.5 4 2.3

Electrolux 12 3 6 Male Yes 3 2 0 0 0 4.6 1.3 59.0 59.0 56.0 1 1.8

Elekta 8 0 5 Male No 2 4 0 0 0 6.5 1.8 62.0 60.0 63.3 0 1.7

Ericsson 14 3 5 Male No 4 5 1 1 1 5.1 4.2 63.0 50.0 54.8 2 3.1

Fabege 7 0 1 Male No 2 0 0 0 0 8.4 8.3 73.0 51.0 56.0 5 3.2

Fastighets 5 0 1 Female No 0 0 0 0 0 8.1 8.3 72.0 48.0 58.7 0 1.5

Getinge 10 2 2 Male No 3 0 0 0 0 7.4 18.2 63.0 52.0 56.7 4 3.1

Handelsbanken 9 0 4 Male No 3 4 1 1 1 7.3 0.3 54.0 48.0 59.6 3 2.7

Hennes & Mauritz 10 2 1 Male No 3 0 0 0 0 8.0 17.2 67.0 N/A 53.9 1 2.9

Hexagon AB 6 0 2 Male No 3 1 0 0 0 4.9 16.4 68.0 50.0 57.8 5 3.4

Hexpol 7 0 1 Male No 2 0 0 0 0 5.9 7.1 68.0 59.0 50.6 5 4.2

Holmen 12 3 1 Male No 2 0 1 1 0 9.4 5.3 63.0 49.0 60.0 6 2.9

Hufvudstaden 9 0 1 Male No 2 0 0 0 0 12.6 9.5 63.0 53.0 57.7 6 2.3

Husqvarna 10 2 3 Male Yes 3 1 0 0 0 3.1 0.3 60.0 56.0 50.3 2 3

ICA Gruppen 12 2 1 Male No 3 0 1 1 0 4.7 2.1 56.0 N/A 53.4 1 2.1

Industrivärden 7 0 1 Male No 2 0 1 0 0 3.3 1.1 63.0 60.0 59.6 6 3.7

Investment AB Kinnevik 7 0 4 Female No 1 3 1 0 0 7.5 1.7 38.0 N/A 56.5 2 3

Page 36: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

PAGE 34 SPENCER STUART

Board composition

board sIze & ComposItIon ChaIrmannon-

exeCutIvesnon-exeCutIves

appoInted In past year tenure age quoted boardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

Investment AB Latour 8 0 1 Male No 2 0 0 0 0 11.3 7.2 69.0 59.0 58.7 4 3.3

Investor 11 0 4 Male No 4 3 1 1 0 6.2 10.2 59.0 44.0 59.2 3 2.9

L E Lundbergföretagen 8 0 1 Male No 2 0 0 0 0 4.3 6.3 70.0 63.0 52.5 1 3.8

Lundin Petroleum 8 0 4 Male No 3 2 1 1 1 7.8 7.5 55.0 53.0 64.8 1 3.4

Meda 9 0 6 Male No 3 5 3 2 3 2.3 1.2 52.0 N/A 52.8 2 2

Melker Schörling 7 0 2 Male No 2 1 0 0 0 83 163 68.0 N/A 52.2 5 2.7

NCC 10 3 2 Male No 3 1 0 0 0 3.6 14.3 52.0 N/A 55.5 1 2.3

NIBE 6 0 1 Male No 2 0 1 1 0 5.7 0.2 63.0 64.0 58.8 0 2.2

Nordea 13 4 7 Male Yes 4 6 2 1 2 5.1 4.3 62.0 N/A 55.4 2 1.9

Ratos 7 0 3 Male No 2 2 1 0 1 8.5 3.3 57.0 N/A 61.5 1 2.9

SAAB 12 3 1 Male No 3 0 0 0 0 6.6 7.5 58.0 51.0 57.9 3 2.9

Sandvik 10 2 4 Male No 2 3 3 1 1 3.6 0.1 56.0 45.0 58.5 0 2.3

SCA 10 3 2 Male No 3 1 1 1 0 5.0 0.2 54.0 52.0 56.6 3 2.7

SEB 13 2 5 Male No 3 4 0 0 0 6.5 10.2 58.0 53.0 59.3 3 2

Securitas 11 3 1 Male No 3 0 0 0 0 15.5 7.3 68.0 58.0 54.5 5 4

Skanska 11 3 3 Male Yes 3 2 2 1 1 2.0 2.4 69.0 58.0 57.7 2 4

SKF 13 2 6 Male No 3 6 1 1 1 4.5 7.1 69.0 53.0 61.3 0 2.6

SSAB 11 3 4 Male No 2 3 4 1 2 3.7 0.3 60.0 53.0 60.5 3 2.3

Swedbank 11 3 1 Male No 4 0 0 0 0 6.4 2.3 63.0 N/A 58.4 0 1.6

Swedish Match 10 3 4 Male No 3 3 1 1 1 6.1 8.3 59.0 N/A 59.8 0 2.1

Swedish Orphan Biovitrum 10 2 5 Male Yes 3 3 0 0 0 4.6 5.3 57.0 N/A 57.6 3 2.4

Tele2 7 0 6 Male Yes 2 5 1 0 1 2.0 5.2 60.0 N/A 50.0 0 2.6

TeliaSonera 11 3 2 Female No 2 2 0 0 0 2.8 2.2 60.0 N/A 57.6 2 2.3

Trelleborg 13 4 3 Male No 3 2 1 1 1 6.0 2.3 64.0 49.0 58.1 0 2.1

Volvo 12 3 5 Male No 3 6 2 1 2 2.9 3.1 62.0 N/A 60.3 1 2.6

nd Not discloseder Employee representatives

1 Dataset includes Svein Rennemo and Grace Skaugen

2 Nationality of 1 or more directors not disclosed

3 No exact dates on tenure available, average is based on tenure in years

4 Not all ages were available

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SPENCER STUART PAGE 35

board sIze & ComposItIon ChaIrmannon-

exeCutIvesnon-exeCutIves

appoInted In past year tenure age quoted boardsTotal

incl. ERNumber of

ER Nationalities (all directors) Gender Foreign Women Foreign Total Women Foreign

Non-executives excl. chairman Chairman Chairman CEO Non-executives

Outside boards chairman

Average # boards non-executives

Investment AB Latour 8 0 1 Male No 2 0 0 0 0 11.3 7.2 69.0 59.0 58.7 4 3.3

Investor 11 0 4 Male No 4 3 1 1 0 6.2 10.2 59.0 44.0 59.2 3 2.9

L E Lundbergföretagen 8 0 1 Male No 2 0 0 0 0 4.3 6.3 70.0 63.0 52.5 1 3.8

Lundin Petroleum 8 0 4 Male No 3 2 1 1 1 7.8 7.5 55.0 53.0 64.8 1 3.4

Meda 9 0 6 Male No 3 5 3 2 3 2.3 1.2 52.0 N/A 52.8 2 2

Melker Schörling 7 0 2 Male No 2 1 0 0 0 83 163 68.0 N/A 52.2 5 2.7

NCC 10 3 2 Male No 3 1 0 0 0 3.6 14.3 52.0 N/A 55.5 1 2.3

NIBE 6 0 1 Male No 2 0 1 1 0 5.7 0.2 63.0 64.0 58.8 0 2.2

Nordea 13 4 7 Male Yes 4 6 2 1 2 5.1 4.3 62.0 N/A 55.4 2 1.9

Ratos 7 0 3 Male No 2 2 1 0 1 8.5 3.3 57.0 N/A 61.5 1 2.9

SAAB 12 3 1 Male No 3 0 0 0 0 6.6 7.5 58.0 51.0 57.9 3 2.9

Sandvik 10 2 4 Male No 2 3 3 1 1 3.6 0.1 56.0 45.0 58.5 0 2.3

SCA 10 3 2 Male No 3 1 1 1 0 5.0 0.2 54.0 52.0 56.6 3 2.7

SEB 13 2 5 Male No 3 4 0 0 0 6.5 10.2 58.0 53.0 59.3 3 2

Securitas 11 3 1 Male No 3 0 0 0 0 15.5 7.3 68.0 58.0 54.5 5 4

Skanska 11 3 3 Male Yes 3 2 2 1 1 2.0 2.4 69.0 58.0 57.7 2 4

SKF 13 2 6 Male No 3 6 1 1 1 4.5 7.1 69.0 53.0 61.3 0 2.6

SSAB 11 3 4 Male No 2 3 4 1 2 3.7 0.3 60.0 53.0 60.5 3 2.3

Swedbank 11 3 1 Male No 4 0 0 0 0 6.4 2.3 63.0 N/A 58.4 0 1.6

Swedish Match 10 3 4 Male No 3 3 1 1 1 6.1 8.3 59.0 N/A 59.8 0 2.1

Swedish Orphan Biovitrum 10 2 5 Male Yes 3 3 0 0 0 4.6 5.3 57.0 N/A 57.6 3 2.4

Tele2 7 0 6 Male Yes 2 5 1 0 1 2.0 5.2 60.0 N/A 50.0 0 2.6

TeliaSonera 11 3 2 Female No 2 2 0 0 0 2.8 2.2 60.0 N/A 57.6 2 2.3

Trelleborg 13 4 3 Male No 3 2 1 1 1 6.0 2.3 64.0 49.0 58.1 0 2.1

Volvo 12 3 5 Male No 3 6 2 1 2 2.9 3.1 62.0 N/A 60.3 1 2.6

Page 38: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

PAGE 36 SPENCER STUART

Remuneration, committees and the executive committee

Currency

board feescommittee fees

per annum/(per meeting) committee details executive committee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

denmark

A. P. Moller-Mærsk ND ND ND ND ND ND ND ND 2: A, R A4 to 6; R2 to 4 Yes, internal 6 0

Carlsberg DKK 1,000,000 400,000 NA 300,000 152,000 200,000 152,000 3: A, N, R A8; N4; R3 Yes, internal 10 2

Chr. Hansen DKK 1,050,000 350,000 NA 200,000 100,000 ND ND 4: A, N, R, Sc Not available Yes, internal 10 1

Coloplast ND ND ND ND ND ND NA NA 1: A A3 Yes, internal 12 0

Danske Bank DKK 1,417,500 472,500 NA 190,000 150,000 190,000 150,000 4: A, N, R, Ri A8; N3; R4 ;Ri6 Yes, internal 7 0

DSV DKK 1,200,000 400,000 NA 400,000 200,000 est. 2014 est. 2014 3: A, N, R A3; N1; R1 Yes, internal 7 0

FLSmidth DKK 1,200,000 400,000 NA 200,000 100,000 200,000 100,000 4: A, N, R, T A5; N3; R5; T4 Yes, external 8 1

Genmab DKK 780,000 260,000 NA ND ND ND ND 3: A, N, R A5; N6; R3 Yes, internal 8 3

GN DKK 750,000 250,000 NA 300,000 150,000 300,000 150,000 4: A, N, R, S A5; N2; R8; S9 Yes, internal 3 0

ISS DKK 1,200,000 400,000 Yes 400,000 152,000 300,000 152,000 4: A, I, N, R A9; I8; N1; R6 Yes, internal 5 1

Jyske Bank DKK ND ND ND ND ND ND ND 4: A, N, R, Ri A7; N3; R2; Ri3 ND 5 0

Københavns Lufthavne DKK NAF 3000007 NA ND 150,000 NA NA 1: A A4 Yes, external 7 0

Lundbeck DKK 900,000 300,000 NA 300,000 200,000 300,000 200,000 3: A, R, T ND Yes, internal 3 0

Novo Nordisk DKK 1,500,000 500,000 3,000/ 6,0009 500,000 300,000 est. 2015 est. 2015 3: A, N, R A4; N710 Yes, external 9 0

Novozymes DKK 1,250,000 417,000 NA NAF 208,000 NA NA 1: A A4 Yes, internal 6 0

Pandora DKK 1,500,000 500,000 NA 150,000 100,000 150,000 100,000 3: A, N, R A7; N3; R4 Yes, internal 2 0

ROCKWOOL DKK 900,000 300,000 NA 250,000 150,000 75,000 75,000 2: A, R ND Yes, internal 5 1

Royal Unibrew DKK 625,000 250,000 NA NA NA No No 2: N, R N1; R2 Yes, internal 3 0

SimCorp EUR/DKK1 84,000 253,106 Yes 119,109 59,554 NA NA 1: A ND Yes, internal 8 1

Sydbank DKK ND ND ND ND ND ND ND 4: A, N, R, Ri A511 Yes, internal 17 3

TDC DKK 1,100,000 400,000 NA 250,000 150,000 150,000 100,000 3: A, N, R A4; N2; R4 Yes, internal 9 1

Topdanmark DKK ND ND ND ND ND ND ND 3: A, N, R ND Yes, internal 21 3

Tryg DKK 990,000 330,000 NA 225,000 150,000 135,000 90,000 4: A, N, R, Ri A4; R4; Ri411 Yes, external 7 0

Vestas Wind Systems EUR/DKK1 143,898 357,073 NA 357,088 178,544 ND ND 3: A, N&C, Sc A6; N&C4; Sc4 Yes, internal 5 1

William Demant DKK 900,000 300,000 NA No No ND ND 2: A, N A3; N2 Yes, internal 6 0

na Not applicablenaf Not available for full yearnd Not disclosed

a Standard feeb For directors outside home countryc For directors outside Nordic regiond For directors outside Europe

1 Chairman retainer in euros, other retainers/fees in DKK

2 Based on monthly fee3 Additional meeting fee of 1,5004 Additional meeting fee of 2,0005 Additional meeting fee of 1,2006 Additional meeting fee of 8007 All but one board member renounced

their emoluments

8 Including work on committees9 3,000 for directors living outside of

Denmark, 6,000 for directors living outside of Europe

10 Remuneration committee is new, therefore there is no reporting on any meetings

11 Not all committee meetings disclosed

Page 39: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

SPENCER STUART PAGE 37

Currency

board feesCommIttee fees

per annum/(per meetIng) CommIttee detaIls exeCutIve CommIttee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

denmark

A. P. Mærsk ND ND ND ND ND ND ND ND 2: A, R A4 to 6; R2 to 4 Yes, internal 6 0

Carlsberg DKK 1,000,000 400,000 NA 300,000 152,000 200,000 152,000 3: A, N, R A8; N4; R3 Yes, internal 10 2

Chr. Hansen DKK 1,050,000 350,000 NA 200,000 100,000 ND ND 4: A, N, R, Sc Not available Yes, internal 10 1

Coloplast ND ND ND ND ND ND NA NA 1: A A3 Yes, internal 12 0

Danske Bank DKK 1,417,500 472,500 NA 190,000 150,000 190,000 150,000 4: A, N, R, Ri A8; N3; R4 ;Ri6 Yes, internal 7 0

DSV DKK 1,200,000 400,000 NA 400,000 200,000 est. 2014 est. 2014 3: A, N, R A3; N1; R1 Yes, internal 7 0

FLSmidth DKK 1,200,000 400,000 NA 200,000 100,000 200,000 100,000 4: A, N, R, T A5; N3; R5; T4 Yes, external 8 1

Genmab DKK 780,000 260,000 NA ND ND ND ND 3: A, N, R A5; N6; R3 Yes, internal 8 3

GN DKK 750,000 250,000 NA 300,000 150,000 300,000 150,000 4: A, N, R, S A5; N2; R8; S9 Yes, internal 3 0

ISS DKK 1,200,000 400,000 Yes 400,000 152,000 300,000 152,000 4: A, I, N, R A9; I8; N1; R6 Yes, internal 5 1

Jyske Bank DKK ND ND ND ND ND ND ND 4: A, N, R, Ri A7; N3; R2; Ri3 ND 5 0

Københavns Lufthavne DKK NAF 3000007 NA ND 150,000 NA NA 1: A A4 Yes, external 7 0

Lundbeck DKK 900,000 300,000 NA 300,000 200,000 300,000 200,000 3: A, R, T ND Yes, internal 3 0

Novo Nordisk DKK 1,500,000 500,000 3,000/ 6,0009 500,000 300,000 est. 2015 est. 2015 3: A, N, R A4; N710 Yes, external 9 0

Novozymes DKK 1,250,000 417,000 NA NAF 208,000 NA NA 1: A A4 Yes, internal 6 0

Pandora DKK 1,500,000 500,000 NA 150,000 100,000 150,000 100,000 3: A, N, R A7; N3; R4 Yes, internal 2 0

ROCKWOOL DKK 900,000 300,000 NA 250,000 150,000 75,000 75,000 2: A, R ND Yes, internal 5 1

Royal Unibrew DKK 625,000 250,000 NA NA NA No No 2: N, R N1; R2 Yes, internal 3 0

SimCorp EUR/DKK1 84,000 253,106 Yes 119,109 59,554 NA NA 1: A ND Yes, internal 8 1

Sydbank DKK ND ND ND ND ND ND ND 4: A, N, R, Ri A511 Yes, internal 17 3

TDC DKK 1,100,000 400,000 NA 250,000 150,000 150,000 100,000 3: A, N, R A4; N2; R4 Yes, internal 9 1

Topdanmark DKK ND ND ND ND ND ND ND 3: A, N, R ND Yes, internal 21 3

Tryg DKK 990,000 330,000 NA 225,000 150,000 135,000 90,000 4: A, N, R, Ri A4; R4; Ri411 Yes, external 7 0

Vestas Wind Systems EUR/DKK1 143,898 357,073 NA 357,088 178,544 ND ND 3: A, N&C, Sc A6; N&C4; Sc4 Yes, internal 5 1

William Demant DKK 900,000 300,000 NA No No ND ND 2: A, N A3; N2 Yes, internal 6 0

12 No full financial year since company was formed

13 Since listing of the company in middle of the year

14 No full financial year since company underwent IPO

A AuditC CSR/SustainabilityCo ControlCr CreditR&D Research & DevelopmentF FinanceH Health, Safety & EnvironmentI InvestmentN Nomination

N&C Nomination & CompensationP PersonnelPR Project ReviewPro PropertyR RemunerationRi RiskS StrategySc Scientific T Technology&Manufacturing

Page 40: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

PAGE 38 SPENCER STUART

Remuneration, committees and the executive committee

Currency

board feesCommIttee fees

per annum/(per meetIng) CommIttee detaIls exeCutIve CommIttee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

fInland

Amer Sports EUR 100,000 50,000 NA ND ND ND ND 3: A, N, R A5; N6; R4 Yes, internal 13 1

Cargotec EUR 80,000 40,000 1,000 55,000 (1,000) (1,000) (1,000) 2: A, N&C A6; N&C5 Yes, internal 6 1

Caverion EUR 79,200 46,800 550 (550) (550) (550) (550) 2: A, R A7; R3 Yes, internal 14 1

Citycon EUR 160,000 50,000 600 (800) (600) ND ND 3: A, N&C, S A9; N&C7; S6 Yes, internal 5 1

Elisa EUR 108,0002 60,0002 500 (500) (500) No No 2: A, N&C A5; N&C5 Yes, internal 9 2

Fiskars EUR 90,0003 45,000 750 (1,500) (750) (750) (750) 3: A, N, R A5; N8; R6 Yes, internal 9 1

Fortum EUR 75,000 40,000 600a; 1,200b; 1,800c 57,000 (600) No No 2: A, N&C A6; N&C3 Yes, internal 11 3

Huhtamaki EUR 100,0004 50,000 600 (1,200) (600) (1,200) (600) 3: A, N, R A5; N1; R3 Yes, internal 7 0

Kemira EUR 74,000 36,000 600a; 1,200b; 2,400d 45,000 (600) (600) (600) 2: A, R A5; R4 Yes, internal 10 2

Kesko EUR 80,000 37,000 500 (1,000) (500) (1,000) (500) 2: A, R A5; R5 ND 9 2

Kone EUR 54,000 33,000 500 (500) (500) (500) (500) 2: A, N&C A3; N&C4 ND 13 2

Konecranes EUR 105,000 42,000 NA (3,000) (1,500) (1,500) (1,500) 2: A, N&C A4; N&C2 Yes, internal 7 0

Metsä Board EUR 76,500 50,400 600 (600) (600) (600) (600) 2: A, N&C A6; N&C6 Yes, internal 6 2

Metso EUR 100,000 48,000 700a; 1,400b; 2,800d 60,000 (700) (700) (700) 2: A, R A6: R4 Yes, internal 7 1

Neste Oil EUR 66,000 35,400 600a; 1,200b (600) (600) (600) (600) 2: A, R A7; R9 Yes, internal 11 2

Nokia EUR ND 130,000 NA 25,000 10,000 25,000 No 3: A, N, R A10; N6; R7 Yes, internal 5 0

Nokian Renkaat EUR 80,000 40,000 600 (600) (600) (600) (600) 2: A, N&C A2; N&C3 Yes, internal 12 1

Orion EUR 76,0005 38,000 600 (1,200) (600) (1,200) (600) 3: A, R&D, R A6; R&D3; R2 Yes, internal 8 3

Outokumpu EUR 140,000 60,000 600a; 1,200b ND ND ND ND 2: A, R A6; R5 Yes, internal 10 1

Sampo EUR 160,000 80,000 NA ND ND No No 2: A, N&C A4; N&C5 Yes, internal 10 0

Stora Enso EUR 170,000 70,000 NA 20,000 14,000 10,000 6,000 3: A, C, R A6; C5; R6 Yes, internal 13 3

Tieto EUR 72,000 31,500 800 48,000+(800) (800) 52,500+(800) (800) 2: A, R A6; R11 Yes, internal 9 2

UPM-Kymmene Oyj EUR 175,000 95,000 NA 25,000 No No No 3: A, N, R A5; R3; N4 Yes, internal 12 2

Valmet EUR 100,000 48,000 700a; 1,400c; 2,800d (700) (700) (700) (700) 2: A, R A5; R6 ND 13 2

Wärtsilä EUR 120,0006 60,000 400 (2,000) (1,000) (1,000) (500) 3: A, N, R A5; N3; R3 Yes, internal 8 1

na Not applicablenaf Not available for full yearnd Not disclosed

a Standard feeb For directors outside home countryc For directors outside Nordic regiond For directors outside Europe

1 Chairman retainer in euros, other retainers/fees in DKK

2 Based on monthly fee3 Additional meeting fee of 1,5004 Additional meeting fee of 2,0005 Additional meeting fee of 1,2006 Additional meeting fee of 8007 All but one board member renounced

their emoluments

8 Including work on committees9 3,000 for directors living outside of

Denmark, 6,000 for directors living outside of Europe

10 Remuneration committee is new, therefore there is no reporting on any meetings

11 Not all committee meetings disclosed

Page 41: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

SPENCER STUART PAGE 39

Currency

board feesCommIttee fees

per annum/(per meetIng) CommIttee detaIls exeCutIve CommIttee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

fInland

Amer Sports EUR 100,000 50,000 NA ND ND ND ND 3: A, N, R A5; N6; R4 Yes, internal 13 1

Cargotec EUR 80,000 40,000 1,000 55,000 (1,000) (1,000) (1,000) 2: A, N&C A6; N&C5 Yes, internal 6 1

Caverion EUR 79,200 46,800 550 (550) (550) (550) (550) 2: A, R A7; R3 Yes, internal 14 1

Citycon EUR 160,000 50,000 600 (800) (600) ND ND 3: A, N&C, S A9; N&C7; S6 Yes, internal 5 1

Elisa EUR 108,0002 60,0002 500 (500) (500) No No 2: A, N&C A5; N&C5 Yes, internal 9 2

Fiskars EUR 90,0003 45,000 750 (1,500) (750) (750) (750) 3: A, N, R A5; N8; R6 Yes, internal 9 1

Fortum EUR 75,000 40,000 600a; 1,200b; 1,800c 57,000 (600) No No 2: A, N&C A6; N&C3 Yes, internal 11 3

Huhtamaki EUR 100,0004 50,000 600 (1,200) (600) (1,200) (600) 3: A, N, R A5; N1; R3 Yes, internal 7 0

Kemira EUR 74,000 36,000 600a; 1,200b; 2,400d 45,000 (600) (600) (600) 2: A, R A5; R4 Yes, internal 10 2

Kesko EUR 80,000 37,000 500 (1,000) (500) (1,000) (500) 2: A, R A5; R5 ND 9 2

Kone EUR 54,000 33,000 500 (500) (500) (500) (500) 2: A, N&C A3; N&C4 ND 13 2

Konecranes EUR 105,000 42,000 NA (3,000) (1,500) (1,500) (1,500) 2: A, N&C A4; N&C2 Yes, internal 7 0

Metsä Board EUR 76,500 50,400 600 (600) (600) (600) (600) 2: A, N&C A6; N&C6 Yes, internal 6 2

Metso EUR 100,000 48,000 700a; 1,400b; 2,800d 60,000 (700) (700) (700) 2: A, R A6: R4 Yes, internal 7 1

Neste Oil EUR 66,000 35,400 600a; 1,200b (600) (600) (600) (600) 2: A, R A7; R9 Yes, internal 11 2

Nokia EUR ND 130,000 NA 25,000 10,000 25,000 No 3: A, N, R A10; N6; R7 Yes, internal 5 0

Nokian Renkaat EUR 80,000 40,000 600 (600) (600) (600) (600) 2: A, N&C A2; N&C3 Yes, internal 12 1

Orion EUR 76,0005 38,000 600 (1,200) (600) (1,200) (600) 3: A, R&D, R A6; R&D3; R2 Yes, internal 8 3

Outokumpu EUR 140,000 60,000 600a; 1,200b ND ND ND ND 2: A, R A6; R5 Yes, internal 10 1

Sampo EUR 160,000 80,000 NA ND ND No No 2: A, N&C A4; N&C5 Yes, internal 10 0

Stora Enso EUR 170,000 70,000 NA 20,000 14,000 10,000 6,000 3: A, C, R A6; C5; R6 Yes, internal 13 3

Tieto EUR 72,000 31,500 800 48,000+(800) (800) 52,500+(800) (800) 2: A, R A6; R11 Yes, internal 9 2

UPM-Kymmene Oyj EUR 175,000 95,000 NA 25,000 No No No 3: A, N, R A5; R3; N4 Yes, internal 12 2

Valmet EUR 100,000 48,000 700a; 1,400c; 2,800d (700) (700) (700) (700) 2: A, R A5; R6 ND 13 2

Wärtsilä EUR 120,0006 60,000 400 (2,000) (1,000) (1,000) (500) 3: A, N, R A5; N3; R3 Yes, internal 8 1

12 No full financial year since company was formed

13 Since listing of the company in middle of the year

14 No full financial year since company underwent IPO

A AuditC CSR/SustainabilityCo ControlCr CreditR&D Research & DevelopmentF FinanceH Health, Safety & EnvironmentI InvestmentN Nomination

N&C Nomination & CompensationP PersonnelPR Project ReviewPro PropertyR RemunerationRi RiskS StrategySc Scientific T Technology&Manufacturing

Page 42: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

PAGE 40 SPENCER STUART

Remuneration, committees and the executive committee

Currency

board feesCommIttee fees

per annum/(per meetIng) CommIttee detaIls exeCutIve CommIttee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

norway

Akastor NOK NAF NAF NAF NAF NAF NA NA 1: A Not available12 Yes, internal 4 0

Aker NOK 555,000 335,000 NA 179,000 115,000 NA NA 1: A A6 Yes, internal 6 0

Aker Solutions NOK NAF NAF 12,500b NAF NAF NA NA 1: A A213 Yes, internal 8 1

DNB NOK ND ND ND ND ND ND ND 3: A, R, Ri ND Yes, internal 12 4

DNO NOK ND ND ND ND ND ND ND 4: A, H, N, R ND ND 4 0

Entra NOK 402,500 202,300 NA ND ND ND ND 2: A, R ND Yes, internal 9 4

Gjensidige NOK 535,700 ND NA 137,000 91,500 ND ND 2: A, R A6; R1 Yes, internal 10 3

Hafslund NOK ND ND ND ND ND ND ND 2: A, R ND ND 8 3

Kongsberg NOK 414,000 207,000 NA (10,600) (9,300) (9,800) (8,600) 2: A, R A7; R2 Yes, internal 9 1

Lerøy NOK 375,000 200,000 NA 40,000 40,000 NA NA 1: A A3 Yes, internal 3 0

Marine Harvest NOK 1,125,000 388,000 NA 175,000 113,000 NA NA 1: A A7 Yes, internal 8 3

Norsk Hydro NOK 582,000 319,000 10,000b 185,000 120,500 106,000 79,500 2: A, R A6; R8 Yes, internal 9 4

Norwegian Energy Company ND NAF NAF NAF NAF NAF NAF NAF 2: A, R ND Yes, internal 4 0

Orkla NOK 660,000 390,000 NA 159,000 106,000 127,000 95,000 2: A, R ND Yes, internal 11 0

SalMar NOK 300,000 190,000 NA 42,500 ND NA NA 1: A A4 Yes, internal 6 1

Schibsted NOK 780,000 335,000 50,000b; 100,000c 133,000 85,000 90,000 60,000 2: A, R A6; R4 Yes, internal 9 2

SpareBank NOK NAF 200,000 NA ND ND ND ND 3: A, R, Ri A6; R5; Ri1 Yes, internal 8 1

Statoil NOK 709,000 361,000 NA 200,000 96,000 123,000 82,000 3: A, H, R A7; H5; R7 ND 11 2

Storebrand NOK ND ND ND ND ND ND ND 3: A, Co, R A7; Co9; N16; R5 Yes, internal 8 2

Subsea 7 NOK 1,487,250 780,807 NA 104,108 44,618 ND ND 3: A, N, R A5;N2;R5 Yes, internal 7 1

Telenor NOK 555,000 ND NA ND ND ND ND 3: A, C, R A6; C7; R7 Yes, internal 10 3

TGS NOK 1,635,980 295,000 NA ND ND ND ND 2: A, R A6; R8 Yes, internal 10 3

Veidekke NOK ND ND ND ND ND ND ND 3: A, R, Pro ND ND 6 1

XXL ND NAF NAF NAF NAF NAF NAF NAF 2: A, R Not available14 No 11 0

Yara International NOK 500,000 288,000 10,400c 148,000 86,000 (6,600) (6,600) 2: A, R A6; R3 Yes, internal 9 2

na Not applicablenaf Not available for full yearnd Not disclosed

a Standard feeb For directors outside home countryc For directors outside Nordic regiond For directors outside Europe

1 Chairman retainer in euros, other retainers/fees in DKK

2 Based on monthly fee3 Additional meeting fee of 1,5004 Additional meeting fee of 2,0005 Additional meeting fee of 1,2006 Additional meeting fee of 8007 All but one board member renounced

their emoluments

8 Including work on committees9 3,000 for directors living outside of

Denmark, 6,000 for directors living outside of Europe

10 Remuneration committee is new, therefore there is no reporting on any meetings

11 Not all committee meetings disclosed

Page 43: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

SPENCER STUART PAGE 41

Currency

board feesCommIttee fees

per annum/(per meetIng) CommIttee detaIls exeCutIve CommIttee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

norway

Akastor NOK NAF NAF NAF NAF NAF NA NA 1: A Not available12 Yes, internal 4 0

Aker NOK 555,000 335,000 NA 179,000 115,000 NA NA 1: A A6 Yes, internal 6 0

Aker Solutions NOK NAF NAF 12,500b NAF NAF NA NA 1: A A213 Yes, internal 8 1

DNB NOK ND ND ND ND ND ND ND 3: A, R, Ri ND Yes, internal 12 4

DNO NOK ND ND ND ND ND ND ND 4: A, H, N, R ND ND 4 0

Entra NOK 402,500 202,300 NA ND ND ND ND 2: A, R ND Yes, internal 9 4

Gjensidige NOK 535,700 ND NA 137,000 91,500 ND ND 2: A, R A6; R1 Yes, internal 10 3

Hafslund NOK ND ND ND ND ND ND ND 2: A, R ND ND 8 3

Kongsberg NOK 414,000 207,000 NA (10,600) (9,300) (9,800) (8,600) 2: A, R A7; R2 Yes, internal 9 1

Lerøy NOK 375,000 200,000 NA 40,000 40,000 NA NA 1: A A3 Yes, internal 3 0

Marine Harvest NOK 1,125,000 388,000 NA 175,000 113,000 NA NA 1: A A7 Yes, internal 8 3

Norsk Hydro NOK 582,000 319,000 10,000b 185,000 120,500 106,000 79,500 2: A, R A6; R8 Yes, internal 9 4

Norwegian Energy Company ND NAF NAF NAF NAF NAF NAF NAF 2: A, R ND Yes, internal 4 0

Orkla NOK 660,000 390,000 NA 159,000 106,000 127,000 95,000 2: A, R ND Yes, internal 11 0

SalMar NOK 300,000 190,000 NA 42,500 ND NA NA 1: A A4 Yes, internal 6 1

Schibsted NOK 780,000 335,000 50,000b; 100,000c 133,000 85,000 90,000 60,000 2: A, R A6; R4 Yes, internal 9 2

SpareBank NOK NAF 200,000 NA ND ND ND ND 3: A, R, Ri A6; R5; Ri1 Yes, internal 8 1

Statoil NOK 709,000 361,000 NA 200,000 96,000 123,000 82,000 3: A, H, R A7; H5; R7 ND 11 2

Storebrand NOK ND ND ND ND ND ND ND 3: A, Co, R A7; Co9; N16; R5 Yes, internal 8 2

Subsea 7 NOK 1,487,250 780,807 NA 104,108 44,618 ND ND 3: A, N, R A5;N2;R5 Yes, internal 7 1

Telenor NOK 555,000 ND NA ND ND ND ND 3: A, C, R A6; C7; R7 Yes, internal 10 3

TGS NOK 1,635,980 295,000 NA ND ND ND ND 2: A, R A6; R8 Yes, internal 10 3

Veidekke NOK ND ND ND ND ND ND ND 3: A, R, Pro ND ND 6 1

XXL ND NAF NAF NAF NAF NAF NAF NAF 2: A, R Not available14 No 11 0

Yara International NOK 500,000 288,000 10,400c 148,000 86,000 (6,600) (6,600) 2: A, R A6; R3 Yes, internal 9 2

12 No full financial year since company was formed

13 Since listing of the company in middle of the year

14 No full financial year since company underwent IPO

A AuditC CSR/SustainabilityCo ControlCr CreditR&D Research & DevelopmentF FinanceH Health, Safety & EnvironmentI InvestmentN Nomination

N&C Nomination & CompensationP PersonnelPR Project ReviewPro PropertyR RemunerationRi RiskS StrategySc Scientific T Technology&Manufacturing

Page 44: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

PAGE 42 SPENCER STUART

Remuneration, committees and the executive committee

Currency

board feesCommIttee fees

per annum/(per meetIng) CommIttee detaIls exeCutIve CommIttee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

sweden

AAK SEK 600,000 300,000 NA 250,000 125,000 100,000 50,000 2: A, R A4; R2 Yes, internal 13 2

Alfa Laval SEK 1,250,000 475,000 NA 150,000 100,000 50,000 50,000 2: A, R A4; R3 Yes, internal 11 1

ASSA ABLOY SEK 1,600,000 500,000 NA 250,000 125,000 100,000 50,000 2: A, R A4; R1 Yes, internal 8 1

Atlas Copco SEK 1,900,000 570,000 NA 225,000 150,000 60,000 60,000 2: A, R A5;R2 Yes, internal 9 2

Axfood SEK 550,000 315,000 NA NA NA No No 1: R R3 Yes, internal 11 4

Axis Communications SEK 500,000 250,000 NA NA NA No No 1: R R1 Yes, internal 9 2

BillerudKorsnäs SEK 1,100,000 450,000 NA 150,000 75,000 50,000 25,000 3: A, I, R A6; I3; R6 Yes, external 10 2

Boliden SEK 1,200,000 460,000 NA 150,000 75,000 50,000 50,000 2: A, R A6; R2 Yes, internal 5 1

Castellum SEK 585,000 275,000 NA 50,000 35,000 30,000 30,000 2: A, R A4; R3 Yes, external 9 2

Electrolux SEK 1,800,000 540,000 NA 200,000 90,000 120,000 60,000 2: A, R A6; R4 Yes, internal 11 2

Elekta SEK 1,040,000 445,000 NA 200,000 110,000 90,000 50,000 2: A, R ND Yes, internal 9 0

Ericsson SEK 3,975,000 950,000 NA 350,000 250,000 200,000 175,000 3: A, F, R A6, F6; R6 Yes, internal 13 4

Fabege SEK 800,000 200,000 NA 60,000 30,000 NA NA 1: A A4 Yes, internal 6 2

Fastighets SEK 160,000 100,0008 NA Included in retainer

Included in retainer

Included in retainer

Included in retainer 2: A, R A1; R1 ND 6 1

Getinge SEK 1,100,000 550,000 NA 240,000 120,000 125,000 92,000 2: A, R A5; R2 Yes, internal 6 0

Handelsbanken SEK 3,150,000 625,000 NA 200,000 150,000 125,000 125,000 4: A, R, Ri, Cr A5; R9; Ri3; Cr13 Yes, internal 13 3

Hennes & Mauritz SEK ND ND ND ND ND NA NA 1: A A4 ND 16 6

Hexagon SEK 1,041,890 495,824 NA 182,023 129,881 88,168 61,623 2: A, R A6; R1 Yes, internal 12 1

Hexpol SEK 575,000 285,000 NA 200,000 100,000 75,000 50,000 2: A, R A3; R1 Yes, internal 6 1

Holmen SEK 650,000 325,000 NA NA NA No No 1: R ND Yes, internal 11 2

Hufvudstaden SEK 400,000 200,000 NA NA NA NA NA 0 Yes, internal 7 1

Husqvarna SEK 1,675,000 485,000 NA 175,000 75,000 100,000 50,000 2: A, R A9; R3 Yes, internal 13 1

ICA Gruppen AB SEK 900,000 320,000 NA 170,000 85,000 ND 50,000 3: A, I, R A5; I11; R9 Yes, external 12 4

Industrivärden SEK 2,000,000 600,000 NA No No No No 2: A, R A6 Yes, internal 4 0

Investment AB Kinnevik SEK 2,100,000 525,000 NA 175,000 85,000 100,000 50,000 3: A, I, R A11; I2; R2 Yes, internal 5 1

na Not applicablenaf Not available for full yearnd Not disclosed

a Standard feeb For directors outside home countryc For directors outside Nordic regiond For directors outside Europe

1 Chairman retainer in euros, other retainers/fees in DKK

2 Based on monthly fee3 Additional meeting fee of 1,5004 Additional meeting fee of 2,0005 Additional meeting fee of 1,2006 Additional meeting fee of 8007 All but one board member renounced

their emoluments

8 Including work on committees9 3,000 for directors living outside of

Denmark, 6,000 for directors living outside of Europe

10 Remuneration committee is new, therefore there is no reporting on any meetings

11 Not all committee meetings disclosed

Page 45: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

SPENCER STUART PAGE 43

Currency

board feesCommIttee fees

per annum/(per meetIng) CommIttee detaIls exeCutIve CommIttee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

sweden

AAK SEK 600,000 300,000 NA 250,000 125,000 100,000 50,000 2: A, R A4; R2 Yes, internal 13 2

Alfa Laval SEK 1,250,000 475,000 NA 150,000 100,000 50,000 50,000 2: A, R A4; R3 Yes, internal 11 1

ASSA ABLOY SEK 1,600,000 500,000 NA 250,000 125,000 100,000 50,000 2: A, R A4; R1 Yes, internal 8 1

Atlas Copco SEK 1,900,000 570,000 NA 225,000 150,000 60,000 60,000 2: A, R A5;R2 Yes, internal 9 2

Axfood SEK 550,000 315,000 NA NA NA No No 1: R R3 Yes, internal 11 4

Axis Communications SEK 500,000 250,000 NA NA NA No No 1: R R1 Yes, internal 9 2

BillerudKorsnäs SEK 1,100,000 450,000 NA 150,000 75,000 50,000 25,000 3: A, I, R A6; I3; R6 Yes, external 10 2

Boliden SEK 1,200,000 460,000 NA 150,000 75,000 50,000 50,000 2: A, R A6; R2 Yes, internal 5 1

Castellum SEK 585,000 275,000 NA 50,000 35,000 30,000 30,000 2: A, R A4; R3 Yes, external 9 2

Electrolux SEK 1,800,000 540,000 NA 200,000 90,000 120,000 60,000 2: A, R A6; R4 Yes, internal 11 2

Elekta SEK 1,040,000 445,000 NA 200,000 110,000 90,000 50,000 2: A, R ND Yes, internal 9 0

Ericsson SEK 3,975,000 950,000 NA 350,000 250,000 200,000 175,000 3: A, F, R A6, F6; R6 Yes, internal 13 4

Fabege SEK 800,000 200,000 NA 60,000 30,000 NA NA 1: A A4 Yes, internal 6 2

Fastighets SEK 160,000 100,0008 NA Included in retainer

Included in retainer

Included in retainer

Included in retainer 2: A, R A1; R1 ND 6 1

Getinge SEK 1,100,000 550,000 NA 240,000 120,000 125,000 92,000 2: A, R A5; R2 Yes, internal 6 0

Handelsbanken SEK 3,150,000 625,000 NA 200,000 150,000 125,000 125,000 4: A, R, Ri, Cr A5; R9; Ri3; Cr13 Yes, internal 13 3

Hennes & Mauritz SEK ND ND ND ND ND NA NA 1: A A4 ND 16 6

Hexagon SEK 1,041,890 495,824 NA 182,023 129,881 88,168 61,623 2: A, R A6; R1 Yes, internal 12 1

Hexpol SEK 575,000 285,000 NA 200,000 100,000 75,000 50,000 2: A, R A3; R1 Yes, internal 6 1

Holmen SEK 650,000 325,000 NA NA NA No No 1: R ND Yes, internal 11 2

Hufvudstaden SEK 400,000 200,000 NA NA NA NA NA 0 Yes, internal 7 1

Husqvarna SEK 1,675,000 485,000 NA 175,000 75,000 100,000 50,000 2: A, R A9; R3 Yes, internal 13 1

ICA Gruppen AB SEK 900,000 320,000 NA 170,000 85,000 ND 50,000 3: A, I, R A5; I11; R9 Yes, external 12 4

Industrivärden SEK 2,000,000 600,000 NA No No No No 2: A, R A6 Yes, internal 4 0

Investment AB Kinnevik SEK 2,100,000 525,000 NA 175,000 85,000 100,000 50,000 3: A, I, R A11; I2; R2 Yes, internal 5 1

12 No full financial year since company was formed

13 Since listing of the company in middle of the year

14 No full financial year since company underwent IPO

A AuditC CSR/SustainabilityCo ControlCr CreditR&D Research & DevelopmentF FinanceH Health, Safety & EnvironmentI InvestmentN Nomination

N&C Nomination & CompensationP PersonnelPR Project ReviewPro PropertyR RemunerationRi RiskS StrategySc Scientific T Technology&Manufacturing

Page 46: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

PAGE 44 SPENCER STUART

Remuneration, committees and the executive committee

Currency

board feesCommIttee fees

per annum/(per meetIng) CommIttee detaIls exeCutIve CommIttee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

Investment AB Latour SEK 1,200,000 400,000 NA ND ND ND ND 2: A, R A2; R1 Yes, internal 2 0

Investor SEK 2,175,000 580,000 NA 215,000 72,000 ND 72,000 3: A, F, R A6; F3; R5 Yes, internal 5 2

L E Lundbergföretagen SEK 750,000 250,000 NA NA NA NA NA 0 ND 3 0

Lundin Petroleum SEK 1,050,000 500,000 NA 150,000 100,000 150,000 100,000 2: A, R A6; R3 Yes, internal 7 1

Meda SEK 800,000 375,000 NA 100,000 50,000 100,000 50,000 2: A, R A3; R4 Yes, internal 11 1

Melker Schörling SEK 100,000 100,000 NA NA NA NA NA 0 ND 1 0

NCC SEK 950,000 475,000 NA NA NA NA NA 0 Yes, internal 13 4

NIBE SEK 450,000 225,000 NA NA NA NA NA 0 Yes, internal 5 0

Nordea SEK 2,460,630 760,800 NA 202,406 143,628 202,406 143,628 3: A, R, Ri A12; R6; Ri6 Yes, internal 8 2

Ratos SEK 1,000,000 450,000 NA 100,000 65,000 50,000 30,000 2: A, R A5; R6 Yes, internal ND ND

SAAB SEK 1,230,000 480,000 NA 180,000 120,000 135,000 80,000 2: A, R A6; R2 Yes, internal 12 4

Sandvik SEK 1,700,000 600,000 NA 175,000 150,000 125,000 100,000 2: A, R A5; R4 Yes, internal 12 4

SCA SEK 2,100,000 700,000 NA 175,000 130,000 135,000 105,000 2: A, R A5; R2 Yes, internal 7 3

SEB SEK 2,750,000 625,000 NA 387,500 195,000 387,500 195,000 3: A, R, Ri A5; R7; Ri17 Yes, internal 17 2

Securitas SEK 1,200,000 500,000 NA 250,000 100,000 125,000 50,000 2: A, R A4; R2 Yes, internal 11 1

Skanska SEK 1,875,000 625,000 NA 150,000 125,000 100,000 100,000 3: A, PR, R A6; PR12; R6 Yes, internal 9 2

SKF SEK 1,440,000 495,000 NA 210,000 150,000 120,000 96,000 2: A, R A6; R5 ND 7 1

SSAB SEK 1,650,000 550,000 NA 125,000 100,000 100,000 100,000 2: A, R A6; R4 Yes, internal 10 2

Swedbank SEK 2,350,000 500,000 NA 250,000 200,000 100,000 100,000 3: A, R, Ri A5; R12; Ri9 Yes, internal 19 6

Swedish Match SEK 1,750,000 700,000 NA 250,000 125,000 250,000 125,000 2: A, R A5; R3 Yes, external 7 2

Swedish Orphan Biovitrum SEK NA 310,000 10,000c; 20,000d 100,000 60,000 60,000 30,000 3: A, R, T A9; R5; T1 Yes, internal 12 4

Tele2 SEK 1,365,000 525,000 NA 200,000 100,000 75,000 38,000 2: A, R A4; R8 Yes, internal 9 3

TeliaSonera SEK 1,550,000 530,000 NA 150,000 100,000 65,000 45,000 3: A, C, R A7; C7; R10 Yes, internal 11 4

Trelleborg SEK 1,150,000 435,000 NA 150,000 100,000 50,000 50,000 3: A, F, R A5; F3; R5 Yes, external 11 1

Volvo SEK 3,250,000 950,000 NA 300,000 150,000 125,000 100,000 2: A, R A10; R4 Yes, internal 9 3

na Not applicablenaf Not available for full yearnd Not disclosed

a Standard feeb For directors outside home countryc For directors outside Nordic regiond For directors outside Europe

1 Chairman retainer in euros, other retainers/fees in DKK

2 Based on monthly fee3 Additional meeting fee of 1,5004 Additional meeting fee of 2,0005 Additional meeting fee of 1,2006 Additional meeting fee of 8007 All but one board member renounced

their emoluments

8 Including work on committees9 3,000 for directors living outside of

Denmark, 6,000 for directors living outside of Europe

10 Remuneration committee is new, therefore there is no reporting on any meetings

11 Not all committee meetings disclosed

Page 47: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

SPENCER STUART PAGE 45

Currency

board feesCommIttee fees

per annum/(per meetIng) CommIttee detaIls exeCutIve CommIttee

Chairman Non-executive Meeting/travel (per meeting)

Audit chairman

Audit member

Renumeration chairman

Renumeration member Committees disclosed Committee meetings Board evaluation Members Women

Investment AB Latour SEK 1,200,000 400,000 NA ND ND ND ND 2: A, R A2; R1 Yes, internal 2 0

Investor SEK 2,175,000 580,000 NA 215,000 72,000 ND 72,000 3: A, F, R A6; F3; R5 Yes, internal 5 2

L E Lundbergföretagen SEK 750,000 250,000 NA NA NA NA NA 0 ND 3 0

Lundin Petroleum SEK 1,050,000 500,000 NA 150,000 100,000 150,000 100,000 2: A, R A6; R3 Yes, internal 7 1

Meda SEK 800,000 375,000 NA 100,000 50,000 100,000 50,000 2: A, R A3; R4 Yes, internal 11 1

Melker Schörling SEK 100,000 100,000 NA NA NA NA NA 0 ND 1 0

NCC SEK 950,000 475,000 NA NA NA NA NA 0 Yes, internal 13 4

NIBE SEK 450,000 225,000 NA NA NA NA NA 0 Yes, internal 5 0

Nordea SEK 2,460,630 760,800 NA 202,406 143,628 202,406 143,628 3: A, R, Ri A12; R6; Ri6 Yes, internal 8 2

Ratos SEK 1,000,000 450,000 NA 100,000 65,000 50,000 30,000 2: A, R A5; R6 Yes, internal ND ND

SAAB SEK 1,230,000 480,000 NA 180,000 120,000 135,000 80,000 2: A, R A6; R2 Yes, internal 12 4

Sandvik SEK 1,700,000 600,000 NA 175,000 150,000 125,000 100,000 2: A, R A5; R4 Yes, internal 12 4

SCA SEK 2,100,000 700,000 NA 175,000 130,000 135,000 105,000 2: A, R A5; R2 Yes, internal 7 3

SEB SEK 2,750,000 625,000 NA 387,500 195,000 387,500 195,000 3: A, R, Ri A5; R7; Ri17 Yes, internal 17 2

Securitas SEK 1,200,000 500,000 NA 250,000 100,000 125,000 50,000 2: A, R A4; R2 Yes, internal 11 1

Skanska SEK 1,875,000 625,000 NA 150,000 125,000 100,000 100,000 3: A, PR, R A6; PR12; R6 Yes, internal 9 2

SKF SEK 1,440,000 495,000 NA 210,000 150,000 120,000 96,000 2: A, R A6; R5 ND 7 1

SSAB SEK 1,650,000 550,000 NA 125,000 100,000 100,000 100,000 2: A, R A6; R4 Yes, internal 10 2

Swedbank SEK 2,350,000 500,000 NA 250,000 200,000 100,000 100,000 3: A, R, Ri A5; R12; Ri9 Yes, internal 19 6

Swedish Match SEK 1,750,000 700,000 NA 250,000 125,000 250,000 125,000 2: A, R A5; R3 Yes, external 7 2

Swedish Orphan Biovitrum SEK NA 310,000 10,000c; 20,000d 100,000 60,000 60,000 30,000 3: A, R, T A9; R5; T1 Yes, internal 12 4

Tele2 SEK 1,365,000 525,000 NA 200,000 100,000 75,000 38,000 2: A, R A4; R8 Yes, internal 9 3

TeliaSonera SEK 1,550,000 530,000 NA 150,000 100,000 65,000 45,000 3: A, C, R A7; C7; R10 Yes, internal 11 4

Trelleborg SEK 1,150,000 435,000 NA 150,000 100,000 50,000 50,000 3: A, F, R A5; F3; R5 Yes, external 11 1

Volvo SEK 3,250,000 950,000 NA 300,000 150,000 125,000 100,000 2: A, R A10; R4 Yes, internal 9 3

12 No full financial year since company was formed

13 Since listing of the company in middle of the year

14 No full financial year since company underwent IPO

A AuditC CSR/SustainabilityCo ControlCr CreditR&D Research & DevelopmentF FinanceH Health, Safety & EnvironmentI InvestmentN Nomination

N&C Nomination & CompensationP PersonnelPR Project ReviewPro PropertyR RemunerationRi RiskS StrategySc Scientific T Technology&Manufacturing

Page 48: Denmark, Finland, Norway and Sweden - Spencer Stuart/media/s/research and insight... · Vienna Warsaw Washington, D.C. Zurich 2o15 nordic Board Index Current board trends and practices

PAGE 46 SPENCER STUART

about spencer stuart

About Spencer Stuart

At Spencer Stuart, we know how much leadership matters. We are trusted by organizations around the world to help them make the senior-level leadership decisions that have a lasting impact on their enterprises. Through our executive search, board and leadership advisory services, we help build and enhance high-performing teams for select clients ranging from major multinationals to emerging companies to nonprofit institutions.

Privately held since 1956, we focus on delivering knowledge, insight and results though the collaborative efforts of a team of experts — now spanning 56 offices, 30 countries and more than 50 practice specialties. Boards and leaders consist-ently turn to Spencer Stuart to help address their evolving leadership needs in areas such as senior-level executive search, board recruitment, board effectiveness, succession planning, in-depth senior management assessment and many other facets of organizational effectiveness.

For more information on Spencer Stuart, please visit www.spencerstuart.com.

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© 2015 Spencer Stuart. All rights reserved. For information about copying, distributing and displaying this work, contact: [email protected].

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Amsterdam

Atlanta

Bangalore

Barcelona

Beijing

Bogota

Boston

Brussels

Buenos Aires

Calgary

Chicago

Copenhagen

Dallas

Dubai

Frankfurt

Geneva

Hong Kong

Houston

Istanbul

Johannesburg

Lima

London

Los Angeles

Madrid

Melbourne

Mexico City

Miami

Milan

Minneapolis/St. Paul

Montreal

Moscow

Mumbai

Munich

New Delhi

New York

Orange County

Paris

Philadelphia

Prague

Rome

San Francisco

Santiago

Sao Paulo

Seattle

Shanghai

Silicon Valley

Singapore

Stamford

Stockholm

Sydney

Tokyo

Toronto

Vienna

Warsaw

Washington, D.C.

Zurich

2o15

nordicBoard Index

Current board trends and practices at the largest companies in Denmark, Finland, Norway and Sweden