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
Per Bertland

Per Bertland

Chairman of the board

Per Bertland

Chairman of the board and Chairman of the Audit and Remuneration Committees

Born: 1957

Education: Master of Business Administration, Lund University.

Other assignments: CEO and President Beijer Ref. Chairman of the Board of Dendera Holding, Board member of Beijer Ref and Lindab AB.

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

Own holdings and holdings of related parties:  6 000 shares

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Anders Wassberg

Board Member
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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), Board member 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

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Henriette Schütze

Board Member
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Henriette Schütze

Board Member

Born: 1968

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

Member of the board since: 2018

Other assignments: CFO of Gubi. Member of Dee4 Capital’s Investment Advisory Committee, member and chairman of the Nominations Committee of 3Shape A/S 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

Christer Wahlquist

Christer Wahlquist

Board Member
Christer Wahlquist

Christer Wahlquist

Board Member

Born: 1971

Education: Master of Science in Engineering and a MBA

Member of the board since: 2020

Other assignments: President and CEO of Nolato AB

Previous positions: President of Nolato Medical, Head of Marketing and Sales at Nolato AB

Own holdings and holdings of related parties: 2,400 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 a MBA

Member of the board since: 2020

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

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Robert Wernersson

Employee board member
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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, chairman of Unionen Växjö

Own holdings and holdings of related parties:  0 shares

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Tony Johansson

Employee board member
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Tony Johansson

Employee board member

Born: 1967

Member of the board since: 2012

Other assignments: Member in the GS section 3 Halland/Kronoberg trade-union

Own holdings and holdings of related parties:  0 shares

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Carin Kärrå

Deputy employee representative
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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

Henrik Hjalmarsson

Henrik Hjalmarsson

President & CEO and Executive Vice President, Inwido North
Henrik Hjalmarsson

Henrik Hjalmarsson

President & CEO and Executive Vice President, Inwido North

Born: 1976

Education: Master of Science Mechanical Engineering and Technology Management, University of Lund, Sweden

Employed since: 2017, member of Group Management since 2017

Other positions: Chairman of the Board Repasco AB and Board Member at Scandi Standard AB (publ)

Previous positions: SVP Inwido Sweden-Norway (2017-2019), CEO Findus Nordic (2016-2017), CEO Findus Sweden and Denmark (2014-2016)

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

Warrants: 15,000

Asger Drewes Jörgensen

Asger Drewes Jørgensen

Executive Vice President, Inwido South
Asger Drewes Jörgensen

Asger Drewes Jørgensen

Executive Vice President, Inwido South

Born: 1975

Education: Master of Science, Business Administration, Copenhagen Business School

Employed since: 2016, member of Group Management since 2016

Other positions: Chairman of the Board Translyft A/S

Previous positions: SVP Inwido Denmark (2016- 2019), President & CEO Arla Foods USA (2012-2015), Head of Strategy Execution Arla Foods Germany/Netherlands (2012)

Own holdings and holdings of related parties: 3,200 shares

Warrants: 5,000

Jonna Opiz

Jonna Opitz

Senior Vice President, Communications & MultiBrands
Jonna Opiz

Jonna Opitz

Senior Vice President, Communications & MultiBrands

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

Other positions: Member of the Board Nexam Chemical

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: 10,000

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: 10,000

Lena Wessner

Lena Wessner

Senior Vice President, Human Resources, Organisation & Sustainability
Lena Wessner

Lena Wessner

Senior Vice President, Human Resources, Organisation & 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: 10,000

Antti Vuonokari

Antti Vuonokari

Senior Vice President Inwido Northeast and MD Pihla Group
Antti Vuonokari

Antti Vuonokari

Senior Vice President Inwido Northeast and MD Pihla Group

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, board member Klas1

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

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 31 August 2020, the largest shareholders in Inwido were asked to participate in the nomination process for 2021.

In addition to the Chairman of the Board, Thomas Wuolikainen from Fjärde AP-fonden (chairman of the Nomination Committee), Ulrik Grönvall, Swedbank Robur Fund and Joel Eklund, the Eklund family were appointed.

Shareholders wishing to submit proposals to the Nomination Committee may send these by e-mail to agm@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 (see minutes here in swedish) adopted by the Annual General Meeting of Inwido.

Detailed information on the remuneration paid in 2020 is available in Note 8 of Inwido’s Annual Report 2020.

Incentive program 2021

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. Per Bertland 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 2021 Annual General Meeting appointed KMPG AB as auditors until the 2022 Annual General Meeting. KPMG AB is represented by Linda Bengtsson. Linda Bengtsson has no assignments in other companies affiliated to Inwido’s major owners or to the President.

Linda Bengtsson Authorized Public Accountant, KPMG AB

Linda Bengtsson

Authorized Public Accountant, KPMG AB