Board of Directors

The Board of Directors is responsible for the company’s organization and the management of the company’s business. The Board is required to continuously monitor the company’s and the Group’s financial position.

The Board is to ensure that the company’s organization is designed in a way that ensures that the financial statements, the management of assets and the company’s financial condition in general are controlled in a satisfactory manner.

The President is appointed by the Board and is responsible for the daily operations pursuant to guidelines and instructions issued by the Board. The distribution of responsibilities between the Board and the President is laid down in the Board’s Procedural Guidelines which are reviewed and adopted each year. The review is based on such aspects as the Board’s evaluation of the individual and collective work that the Board performs.

In addition to financial reporting and the monitoring and follow-up of daily operations and profit trend, Board meetings address the goals and strategies for the operations, significant acquisitions and investments, as well as matters relating to the capital structure. Senior executives report business plans and strategic issues to the Board on an ongoing basis.

Composition

As of December 31, 2022, Sandvik’s Board consisted of eight members elected by the Annual General Meeting. The Nomination Committee communicated before the 2022 Annual General Meeting that the Nomination Committee had applied rule 4.1 of the Code as the diversity policy. The current Board composition is the result of the work of the Nomination Committee prior to that General Meeting. The Board consists of members with experience from different geographic areas and different industry sectors. Excluding the President, 43 percent of the Board members elected by the General Meeting are women.

Pursuant to Swedish legislation, trade unions are entitled to representation on the Board and they have appointed two members and two deputies.

The Board members are presented in Board of Directors.

Independence

Marika Fredriksson and Helena Stjernholm are not regarded as independent in relation to major shareholders in the company and Stefan Widing is not regarded as independent in relation to the company and its executive management. The other five Board members elected by the General Meeting are all independent in relation to Sandvik and its executive management, as well as the company’s major shareholders. Accordingly, the composition of the Board complies with the independence requirements of the Code.

Board proceedings during 2022

During the year, the Board held 17 meetings. The Presidents of all business areas presented their goals and strategies and the Board also reviewed the strategies and results from a number of the divisions. The Board addressed matters related to the overall Group strategy, IT strategy, new financial targets, issue of Euro Medium Term Note (EMTN) program, revolving credit facility, enterprise risk management, succession planning and talent management, compliance related matters, investments and operational restructuring and review of previously made investments. This year there was a special focus on handling the effects of the war in Ukraine on Sandvik’s business and the sanctions against Russia, as well as the continued recovery and reconstruction due to the COVID–19 pandemic. Further, the Board handled matters relating to the distribution and listing of the Sandvik Materials Technology business area and a number of acquisition projects, including the acquisitions of the mining related business of Schenck Process Group as well as Deswik, Frezite and Sphinx.

The Remuneration Committee, Audit Committee and the Acquisitions and Divestitures Committee reported from their respective meetings. With respect to the Audit Committee, reported matters included accounting principles, financial outcome, ERM, compliance, Speak Up and Code of Conduct, internal control and internal audit as well as the result of the external audit. The Committees also submitted matters for resolution by the Board and the minutes and reports from these meetings were made available to the Board members.

In the autumn of 2022, the Board visited Sandvik’s operations in Svedala, Sweden, and Lahti, Finland.

Remuneration of the Board

As resolved at the 2022 Annual General Meeting, the fee to the Chairman of the Board was SEK 2,750,000 and the fee to each of the non-executive Board members elected by the General Meeting was SEK 740,000.

In addition, SEK 325,000 was paid to the Chairman of the Audit Committee and SEK 185,000 to each of the other Committee members, in total SEK 695,000. The Chairman of the Remuneration Committee was paid SEK 155,000 and each of the other Committee members SEK 122,000, in total SEK 399,000. The Chairman of the Acquisitions and Divestitures Committee was paid SEK 210,000 and each of the other Committee members SEK 155,000, in total SEK 520,000.

For more detailed information on remuneration of the Board members, see note G4.

Evaluation of the work of the Board

To ensure the quality of the work of the Board and to identify the possible need for further expertise and experience, the work of the Board and its members is evaluated annually. In 2022, the evaluation, which was led by the Chairman of the Board, was carried out by way of each Board member responding anonymously to an online questionnaire. The Chairman also held separate evaluation discussions with all Board members. The compiled results of the evaluations were presented to the Board as well as to the Nomination Committee.