Board members are elected at the Annual General Meeting for a period ending at the end of the next Annual General Meeting. According to the Articles of Association, the number of Board members shall be no less than three and no more than nine members elected by the shareholders.
The Board of Directors of MTG is currently comprised of eight Non-Executive members; Simon Duffy (Chairman), Natalie Tydeman, Gerhard Florin, Marjorie Lao, Chris Carvalho, Dawn Hudson, Simon Leung and Florian Schuhbauer.
MTG’s Board of Directors is responsible for the overall strategy of the Group and for organizing its administration in accordance with the Swedish Companies Act and the Swedish Corporate Governance Code. The Board’s work and delegation procedures, instructions for the Chief Executive Officer and reporting instructions are updated and approved annually in connection with the Q4 Board meeting. As in previous years, a Remuneration Committee and an Audit Committee have been established within the Board. These committees are preparatory bodies of the Board and do not reduce the Board’s overall responsibility for the governance of the Company and decisions taken.
The Audit Committee is currently comprised of Marjorie Lao (Chairman), Chris Carvalho, Simon Leung and Florian Schuhbauer. The Audit Committee’s assignments are stipulated in Chapter 8, Section 49b of the Swedish Companies Act. These tasks include monitoring MTG’s financial reporting and the efficiency of MTG’s internal controls, as well as maintaining frequent contacts with the external auditor and the Group’s Governance, Risk and Compliance Director. The Audit Committee’s work primarily focuses on the quality and accuracy of the Group’s financial accounting and the accompanying reporting, as well as the internal financial controls within MTG. Furthermore, the Audit Committee evaluates the auditors’ work, qualifications and independence. The Audit Committee monitors the development of relevant accounting policies and requirements, discusses other significant issues in connection with MTG’s financial reporting and reports its observations to the Board of Directors.
The Remuneration Committee is currently comprised of Gerhard Florin (Chairman), Natalie Tydeman and Dawn Hudson. The Remuneration Committee’s assignments are stipulated in Chapter 9.1 of the Swedish Corporate Governance Code, and comprise matters concerning salaries, pension terms and conditions, incentive programs and other conditions of employment for the senior executives.
Remuneration to the Board members
The remuneration to the Board of Directors for Board work, and work in the committees of the Board, is proposed by the Nomination Committee and approved annually by the Annual General Meeting. The Nomination Committee proposal is based on benchmarking of peer group company compensation and company size.
The 2022 Annual General Meeting approved the following fees to the Board of Directors and the members of the Board’s committees:
- SEK 1,800,000 to the Chairman of the Board, out of which SEK 200,000 is conditional upon it being invested in MTG shares
- SEK 700,000 to the other members of the Board, out of which SEK 150,000 is conditional upon it being invested in MTG shares
- SEK 235,000 to the Chairman and SEK 130,000 to each of the other
members of the Audit Committee
- SEK 140,000 to the Chairman and SEK 70,000 to each of the other
members of the Remuneration Committee