Corporate Governance

The overarching objective of corporate governance is to meet shareholders’ demands for returns on their invested capital in an optimum manner. The Annual General Meeting, the Board of Directors and the President are the most central functions included in our corporate governance.

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Corporate Governance

The governance of Inwido is also designed to support Inwido’s business model, where decisions are made at as local a level as possible, in the most effective manner possible.

Corporate governance within the Inwido Group has mainly been based on the Companies Act, other applicable laws and regulations, the Company’s Articles of Association and Inwido’s internal governance documents. These governance documents mainly include the Board of Directors’ formal work plan, its instructions for the President (CEO) and the Group’s finance policy. In addition, Inwido has a number of policy documents and manuals containing rules and recommendations that provide principles and guidance for Inwido’s operations and employees.

Inwido’s corporate governance is also based on the NASDAQ Stockholm regulations for issuers, and the Swedish Code of Corporate Governance (the Code). The Code applies to companies whose shares are listed in a regulated market. Companies are not always obliged to comply with all of the rules in the Code. Instead, they have the opportunity to select the alternatives they consider best suited to their conditions, provided that they report all deviations, describe the alternative solution and explain why this was selected (according to the principle of “comply or explain”).

Board of directors

Per Bertland

Per Bertland

Chairman of the Board and Chairman of the Remuneration Committee
Per Bertland

Per Bertland

Chairman of the Board and Chairman of the Remuneration Committee

Born: 1957

Education: Master of Business Administration, Lund University

Other assignments: Chairman of the Board of Dendera Holding and InArea Group. Board member of Beijer Ref, Lindab AB, Fortnox AB and IV Produkt AB. Partner i Small Cap Partners

Previous positions: CEO, Beijer Ref AB. CFO, Indra AB and Ötab Sport AB within the Aritmos Group

Own holdings and holdings of related parties: 21 500 shares

 

Anders Wassberg

Anders Wassberg

Board Member
Anders Wassberg

Anders Wassberg

Board Member

Born: 1965

Education: Master of Science in Engineering, Chalmers University of Technology

Member of the board since: 2009

Other assignments: President of Stena Adactum AB, Chairman of the Board Ballingslöv International AB, Chairman of the Board Kährs Holding AB, Chairman of the Board Svedbergs i Dalstorp AB (publ), Chairman of the Board Envac AB and Board member Gunnebo AB. In addition member of Stena Sphere Coordination Group. Independent in relation to major shareholders

Previous positions: President and CEO of Ballingslöv International AB, President of AB Gustav Kähr, President of Beijer Byggmaterial AB

Own holdings and holdings of related parties: 10 000 shares

Henriette Schütze

Henriette Schütze

Board Member and Chairman of the Audit Committee
Henriette Schütze

Henriette Schütze

Board Member and Chairman of the Audit Committee

Born: 1968

Education: Master Degree Accounting and Auditing, State Authorized Public Accountant, EMBA

Member of the board since: 2018

Other assignments: CFO GUBI, Member of Dee4 Capital’s Investment Advisory Committee. Faculty with CBS Board Leadership Education. Independent in relation to major shareholders.

Previous positions: CFO Nordic Tankers, CFO Georg Jensen, CFO Cimber Sterling, VP DFDS A/S, VP ISS A/S, Manager Arthur Andersen

Own holdings and holdings of related parties: 1 750 shares

Mikael Jonson

Mikael Jonson

Board Member
Mikael Jonson

Mikael Jonson

Board Member

Born: 1957

Education: Civil engineer

Member of the board since: 2024

Other assignments: Chairman of the board of two unlisted companies, PanLink AB and Väderstad AB. 

Previous positions: Senior executive in several listed and unlisted companies. Board member of West Coast Windows from 2012-2015.

Own holdings and holdings of related parties: 500 shares

Kerstin Lindell

Kerstin Lindell

Board Member
Kerstin Lindell

Kerstin Lindell

Board Member

Born: 1967

Education: Master of Science in Engineering, a licentiate degree in engineering, as well as an MBA. Honorary Doctor Lunds Tekniska Högskola (LTH)

Member of the board since: 2020

Other assignments: Chairman of the Board of Bona AB, Board member of Hexpol AB, Peab AB, and Indutrade AB

Previous positions: President and CEO of Bona AB, Head of R&D at Akzo Nobel Industrial Wood Coatings

Own holdings and holdings of related parties: 4 000 shares

Robert Wernersson

Robert Wernersson

Employee board member
Robert Wernersson

Robert Wernersson

Employee board member

Born: 1965

Member of the board since: 2012

Other assignments: Member of the board Inwido Produktion AB and Elitfönster AB, Unionen Växjö

Own holdings and holdings of related parties: 0 shares

Tony Johansson

Tony Johansson

Employee board member
Tony Johansson

Tony Johansson

Employee board member

Born: 1967

Member of the board since: 2012

Other assignments: Board Member GS section 2 Halland/Västra Småland trade-union and Elitfönster Produktion AB

Own holdings and holdings of related parties: 0 shares

Carin Kärrå

Carin Kärrå

Deputy employee representative
Carin Kärrå

Carin Kärrå

Deputy employee representative

Born: 1964

Member of the board since: 2016

Own holdings and holdings of related parties: 0 shares

Work of the board of directors

The duties of the Board of Directors are regulated by the Swedish Companies Act, the Articles of Association, the Swedish Corporate Governance Code and the Rules of Procedure adopted by the Board of Directors.

These govern the number of meetings per financial year, which matters should be dealt with at the meetings and the distribution of work between the Board of Directors and the President. Normally, six board meetings are held each year.

Group management

Fredrik Meuller

Fredrik Meuller

President and CEO
Fredrik Meuller

Fredrik Meuller

President and CEO

Born: 1970

Education: Master of Science, Finance, Stockholm School of Economics

Employed since: 2024, member of Group Management since 2024

Previous positions: President and CEO, Nord-Lock Group (2018-2024), Business Area Manager, Trelleborg Offshore and Construction (2012-2018)

Own holdings and holdings of related parties: 4,300 shares

Warrants: 0

Peter_Welin

Peter Welin

CFO and deputy CEO
Peter_Welin

Peter Welin

CFO and deputy CEO

Born: 1973

Education: Master of Arts, economics, Lund University

Employed since: 1998, member of Group Management since 2004

Previous positions: Business Area manager for Inwido Sverige AB (2003-2004), President of Allmogefönster i Sverige (2000-2003)

Own holdings and holdings of related parties: 141,528 shares

Warrants: 20,000

Jonna_Opitz

Jonna Opitz

Executive Vice President Western Europe & Communication
Jonna_Opitz

Jonna Opitz

Executive Vice President Western Europe & Communication

Born: 1969

Education: Bachelor of Arts, Media and Communication, University of Växjö, Executive MBA, Lunds University

Employed since: 2009, member of Group Management since 2009

Previous positions: Vice President Corporate Communications for ReadSoft (2006-2009), Corporate Communications Manager for PartnerTech (2001-2006)

Own holdings and holdings of related parties: 20,000 shares

Warrants: 20,000

Lena_Wessner

Lena Wessner

Executive Vice President Human Resources, Organization & Sustainability
Lena_Wessner

Lena Wessner

Executive Vice President Human Resources, Organization & Sustainability

Born: 1961

Education: Bachelor of Science in Business and Economics, Lund University

Employed since: 2010, member of Group Management since 2010

Previous positions: HR Manager E.ON ES (2009-2010), Head of HR Operations Sony Ericsson Mobil Communication AB (2006-2009)

Own holdings and holdings of related parties: 12,500 shares

Warrants: 15,000

MadsStorgaardMehlsen

Mads Storgaard Mehlsen

Executive Vice President Scandinavia
MadsStorgaardMehlsen

Mads Storgaard Mehlsen

Executive Vice President Scandinavia

Born: 1971

Education: University degree in Art History and Economics, Aalborg University

Employed since: 2022, member of Group Management since 2022

Other positions: Chairperson of the Board of Celebert, Chairperson of the Board of Wolturnus, Chairperson of the Board of Lyras

Previous positions: SVP Jeld-Wen Europe and COO & MD Jeld-Wen Northern Europe (2018–2021), SVP Inwido Emerging Business Europe and SVP Inwido Denmark (2009–2017)

Own holdings and holdings of related parties: 0 shares

Warrants: 10,000

Antti_Vuonokari

Antti Vuonokari

Executive Vice President Eastern Europe
Antti_Vuonokari

Antti Vuonokari

Executive Vice President Eastern Europe

Born: 1976

Education: Masters degree in Administrative Sciences/Public Law from the University of Vaasa

Employed since: 2006, member of Group Management since 2020

Other positions: Member of the board of the Finish carpentry industry

Previous positions: Sales Director Industrial, Managing Director, Operations Director Pihla Group.

Own holdings and holdings of related parties: 9,375 shares

Warrants: 0

Bo_Overgaard

Bo Overgaard Christensen

Executive Vice President e-Commerce
Bo_Overgaard

Bo Overgaard Christensen

Executive Vice President e-Commerce

Born: 1972

Education: Higher Commercial Examination. Tietgen Odense

Employed since: 1992, member of Group Management since 2022

Other positions: Managing Director JABS Group A/S

Previous positions: Managing Director JNA, Sparvinduer, Bedst & Billigst and Inwido e-Commerce

Own holdings and holdings of related parties: 10,000 shares

Warrants: 0

Nomination Committee

In accordance with the extra ordinary general meeting, held 8 July 2014, that the nomination committee would be composed of the representatives of the three largest shareholders in the share register provided by Euroclear Sweden per 31 August each year* along with the Chairman of the Board, who shall also call the Nomination Committee to its first meeting. 

Inwido’s Annual General Meeting decides on procedures regarding the appointment and work of the nominating committee. The duties of the nominating committee include the preparation and drafting of proposals regarding the election of directors, the Chairman of the Board, the chairman of the general meeting and auditor, as well as proposals concerning fees for the members of the Board, members of any Board committees, and the auditor.

Based on the ownership structure as of August 31, 2024 the largest shareholders in Inwido AB (publ) in terms of voting rights were consulted and expressed their desire to participate in the nomination process. The Nomination Committee has been appointed by the Fourth AP fund, Swedbank Robur fund and the First AP fund. Each has appointed a representative, as detailed below, who, together with Per Bertland, the Chairman of the Board, constitute Inwido´s Nomination Committee.

Members of the Nomination Committee:

Oscar Bergman, Swedbank Robur fund (Chairman of the Nomination Committee)

Jan Särlvik, Fourth AP fund

Sara Christensen, First AP fund

Per Bertland, Chairman of the Board, Inwido AB

The Nomination Committee will prepare proposals for the AGM in 2025, including proposals for the
Chairman of the AGM, Board members, Chairman of the Board, remuneration for Board members, fees
to the auditors, and to the extent deemed necessary, the tasks and composition of the Nomination
Committee for the AGM in 2025.

The 2025 Annual General Meeting in Inwido will be held in Malmö on May 15, 2025.

Shareholders wishing to submit proposals to the Nomination Committee may send these by e-mail to ir@inwido.com no later than two months prior to the meeting.

 

*Sorted by voting power (grouped by owners). If there are nominee registered shareholdings, such shareholdings shall only be considered if the nominee has reported the identity of the underlying shareholder to Euroclear Sweden or if the Company – without taking any measures on its own – receives other information that evidences the identity of the underlying shareholders.

Remuneration & remuneration committee

Remunerations to Board members are determined annually by the Annual General Meeting. Board members who are employed by the company will not receive any board remuneration.

The Board of Directors has also established a special remuneration committee. The remuneration committee has an advisory function and a preparatory function as regards matters on which decisions must be taken, before they are addressed and decided upon by Inwido’s Board of Directors. The remuneration committee works in accordance with rules of procedure adopted by the Board of Directors. The main duties of the remuneration committee are to prepare decisions by the Board of Directors on issues concerning remuneration principles, remuneration and other employment terms for Company management; to monitor and assess variable remuneration programmes for Company management; and to monitor and assess the application of the guidelines for remuneration to the executive management decided upon by the Annual General Meeting, as well as applicable remuneration structures and remuneration levels in Inwido.

Remuneration and terms and conditions for the senior executives of Inwido shall be in accordance with the guidelines adopted by the Annual General Meeting of Inwido.

Detailed information on the remuneration paid in 2023 is available in Note 8 of Inwido’s Annual Report 2023.

Articles of association

Communication policy

Communication policy

Our communication always comply with our agreement with NASDAQ Stockholm, the disclosure requirements under Swedish legislation, guidelines and instructions of the financial supervisory authority Finansinspektionen, as well as other applicable regulations for public listed companies, including Swedish Corporate Governance Code.

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Our internal communications policy describes the statutory and market place disclosure requirements applicable to Inwido. It also describes the processes required to ensure that we comply with the requirements and regulations, and that all stakeholders receive timely and fair disclosure of price sensitive information.

Regarding relevant information reasonably expected to have significance for assessment of the price of the company's shares or other financial instruments, Inwido will disclose this with equal and simultaneous access to all market participants.

Press releases and Inwido’s corporate website are the main communication channels for providing all stakeholders equal, timely and up-to-date information on Inwido. All official information is available in English and Swedish.

Silent Period

Inwido does, in general, not arrange or participate in one-to-one or public meetings with the media, analysts or investors during the period from the 30th calendar day before announcement and ending with the announcement of a financial report. This is the so called silent period.

Auditor and audit committee

The Board of Directors has appointed an audit committee with the aim of providing a specific forum for accounting and audit work. The members of the audit committee are Per Bertland, Henriette Schütze and Anders Wassberg. Henriette Schütze is the Chairman. The main duties of the audit committee, which operates according to rules of procedure adopt by the Board of Directors, are to supervise the Company’s and Group’s financial reporting, monitor efficiency in its internal controls, internal audit and risk management, and apprise itself of information regarding the audit of the annual report and consolidated financial statements, review and monitor the auditor’s impartiality and independence and, in so doing, take particularly into account whether the auditor provides Inwido with services other than audit services. The audit committee shall also assist the nomination committee as regards the selection of auditors.

The audit committee has regular contacts with the auditor of Inwido in the purpose of creating a continuous exchange of information in auditing matters between the Board of Directors and the auditor.

The 2024 Annual General Meeting appointed Ernst & Young AB as auditors until the 2025 Annual General Meeting. Ernst & Young is represented by Martin Henriksson.  Martin Henriksson has no assignments in other companies affiliated to Inwido’s major owners or to the President.

Martin Henriksson, Auktoriserad revisor, Ernst & Young AB

Martin Henriksson

Authorized Public Accountant, Ernst & Young AB