Board's work and fees

The Board’s role, composition and independence conditions

The Board of Directors has ultimate responsibility for the Company’s organization and administration. The Board appoints the CEO, who is responsible for the day-to-day operations within the Company, in accordance with the Board’s guidelines.

The Board of Directors of Industrivärden plays a central role in the Company’s business model for exercising a longterm active ownership. It is responsible for, among other things, the Company’s strategy, formulation and application of the methods for active ownership, and overarching ownership matters concerning the portfolio companies. The Articles of Association stipulate that the Board shall consist of a minimum of three and a maximum of nine directors. The Board’s composition and the directors’ attendance at board and committee meetings are shown below.
 
The Nominating Committee’s reasoned statement ahead of the 2025 AGM certifies that in formulating its recommendations for members of the Board of Directors, the Nominating Committee relied on Rule 4.1 of the Code as its diversity policy. The aim of the policy is that the Board shall have a suitable composition in respect of the Company’s operations, phase of development and conditions in general, distinguished by a diversity and breadth of expertise, experience and backgrounds. The 2025 AGM resolved to appoint board members in accordance with the Nominating Committee’s recommendation. With respect to gender breakdown, this entailed that of nine elected directors, three were women and six were men. The composition of Industrivärden’s board meets the Code’s requirement for independent directors. The Board has appointed an audit committee and a compensation committee tasked with conducting preparatory or audit and compensation matters, respectively, for decision by the Board.

The aim of the committees is to take a more in-depth look at, streamline and quality-assure the Board’s work on these matters. 

The Board’s work

The Board’s work is laid out in the Rules of Procedure (including the CEO’s instruction), which are adopted yearly at the statutory board meeting. Among other things, the Rules of Procedure and the CEO’s instruction regulate and structure the Board’s duties during the year, clarify internal decision-making processes, prescribe the routine for dealing with conflicts of interest and stipulate the division of responsibility vis-à-vis the CEO. In addition to the Rules of Procedure, the Board adopts a number of governance documents for the Company’s operations. 

Every board meeting follows an agenda that has been distributed to the directors along with relevant documentation. All board decisions are based on extensive documentation and are made following a discussion that is led by the Chairman of the Board. Senior executives of Industrivärden and employees in the investment organization participate in board meetings by making presentations on specific matters.

In addition to the statutory board meeting, which is held in conjunction with the AGM, the Board normally meets eight times per year (regular meetings, including meetings in connection with the publication of interim and year-end reports). Extra board meetings are called when necessary. 

The Board held a total of 10 meetings in 2025. At the regular board meetings, a number of set agenda points were addressed, including reports on the financial result of operations, the development of net asset value and performance of the equities portfolio, and equity transactions that were carried out along with an an update on macroeconomic conditions. Within the framework of active ownership, a significant proportion of the board's work consisted of hearing reports, discussing and evaluating the performance of the portfolio companies, and Industrivärden's owner agenda for exercising its active ownership, including specific investigative projects related to the portfolio companies. The Board also works actively on a continuous basis with the issue of responsibility and compliance with laws and regulations, which included the yearly review of the Company’s Code of Conduct and other internal policies. 

During 2025, the Board of Directors dedicated significant attention to discussing, from Industrivärden’s perspective, the consequences of a rapidly changing global situation that remains difficult to assess. This included both macroeconomic and geopolitical aspects and addressed ways in which Industrivärden, its portfolio companies and their industries and markets have been impacted. Particular focus has been on evaluating the portfolio companies with regard to competitiveness preservation, adaptability, innovative power and accelerating technological shifts such as digitalization and AI. 

As per usual, the Board received operational presentations from some portfolio company CEOs, with the CEOs of Handelsbanken and Skanska delivering such presentations in 2025. The Board also discussed, among other things, Industrivärden’s equities portfolio as well as valuation and stock market-related issues.

Each year the Board evaluates Industrivärden’s financial reporting and makes demands on its content and structure to ensure it maintains a high level of quality. In connection with the board meeting that covers the annual financial statements, the Board of Directors’ Report, the proposed distribution of earnings and the year-end report, the Company’s auditor submits a report on its observations and assessments from the performed audit.

Evaluation of the Board’s work

The Board’s work is evaluated yearly through a structured process conducted under the direction of the Chairman of the Board. The 2025 evaluation was conducted via a questionnaire that each board member was requested to complete, with the aim of gaining an idea about the directors’ views on, 
among other things, how board work has been conducted and which measures can be taken to improve board work as well as which matters the directors feel should be given more attention. The evaluation also aims to provide information about areas in which the directors feel it may be suitable to have additional expertise on the Board. This could pertain to expertise related to Industrivärden’s operations, business environment, internal policies and core values, but also expertise related to the portfolio companies’ operations, sectors and markets, as well as sustainability issues and relevant megatrends. The Chairman of the Board also held individual discussions with directors on the year's board work. The results of the board evaluation were reported to and discussed by the Board, and were also reported on in the Nominating Committee.

Composition, independence conditions and attendance 2025