The Election Committee’s proposal

March  07, 2016

The Election Committee’s proposal to the 2016 Annual Meeting of shareholders in Beijer Ref and justified statement over its proposal for the Board of Directors.

In accordance with the resolution passed by the 2015 Annual Meeting of shareholders, the following Members were appointed to the Election Committee ahead of the 2016 Annual Meeting of shareholders: Johan Strandberg, Chairman, ( SEB Fonder), Peter Rönström, (Lannebo Fonder), Joen Magnusson, Bernt Ingman (Chairman of Beijer Ref) and Muriel Makharine (United Technologies).

The Election Committee’s proposal to the Annual Meeting of shareholders

- Beijer Ref’s Chairman Bernt Ingman is proposed as Chairman of the Annual Meeting.

- The number of Members of the Board of Directors is proposed to be seven.

- The Election Committee proposes the re-election as Board Members of Bernt Ingman, Joen Magnusson, Peter Jessen Jürgensen, Monica Gimre, Frida Norrbom Sams and Bill Striebe. Philippe Delpech, who has been a Board Member since 2009, is not standing for re-election. Ross B. Shuster is proposed as Board Member. Ross B. Shuster, born 1965, holds an MBA from University of San Francisco and a bachelor’s degree in Mechanical Engineering from University of California. He has a long track record and extensive experience gained from leading positions held within United Technologies Corporation (UTC) and Johnson Controls. Since October 2015, he has been President in International Operations in Asia, Europe, the Middle East and Canada of UTC’s Climate, Controls & Security business unit which includes Carrier air-conditioning operations. Ross B. Shuster has international experience of leadership in global groups with a focus on business development, organisation and sales. Ross B. Shuster is independent in relation to Beijer Ref and its management but dependent in relation to the company’s largest shareholder.

- Bernt Ingman is proposed as Chairman of the Board of Directors.

- Remuneration shall be paid as follows:

SEK 575,000 to the Chairman

SEK 285,000 to Board Members

SEK 50,000 to the Chairman of the Audit Committee

SEK 25,000 to Members of the Audit Committee

SEK 1,790,000 in total

Board Members employed by Beijer Ref AB or the Carrier group will not be paid remuneration.

- In addition, the Election Committee proposes the re-election of the registered accounting firm PriceWaterhouseCoopers, Malmö, with the Authorised Public Accountant Lars Nilsson as auditor in charge.

The Election Committee proposes that remuneration of the auditors shall be paid in accordance with the submitted quotation.

- The Election Committee proposes that the Annual Meeting of shareholders passes a resolution about unchanged rules for the Election Committee.


The Election Committee’s justified statement over its proposal for Board of Directors

With regard to the size of the Board of Directors and appropriate composition, the Election Committee has made the following assessment.

The Election Committee has studied the account of the Chairman of the work of the Board of Directors and the external evaluation made of the Board of Directors.

The Board of Directors elected by the 2015 Annual Meeting of shareholders has worked well and the number of Board Members should be maintained. Based on the company’s operation, its phase of development and market conditions in general, the Election Committee has discussed the Board of Directors’ diversity, size and composition relating to sector experience, competence, distribution according to sex, and international experience. To replace Philippe Delpech, who is not standing for re-election, the Election Committee has deemed it desirable to supplement the Board of Directors with an international Member with extensive sector experience of working in both Europe and Asia. Ross B. Shuster has many years’ experience gained from United Technologies/Carriers operation in Asia, since October 2015 he has been President International Operations for United Technologies´ Climate Controls & Security. The Election Committee is of the opinion that Ross B. Shuster’s experience well meets the desired competence profile.

The 2015 Annual Meeting of shareholders elected two women and the proportion of women increased to 28 per cent. The Election Committee’s proposal means an unchanged proportion in 2016. However, the ambition is to increase further the proportion in the future.

The proposed Board of Directors fulfils the demands for independence stipulated in the Swedish Code for Corporate Governance.