GETINGE AB 
Contents
40 Building blocks in the Getinge corporate governance model
42 Assurance framework, risks and risk management
48 Internal control over the financial reporting
49 Auditor's report on the Corporate Governance Report
About the report
This Corporate Governance Report has been prepared and adopted by Getinge AB (publ)'s Board of Directors in accordance with the provisions of the Swedish Annual Accounts Act and the Swedish Corporate Governance Code. The Corporate Governance Report presents an overview of Getinge's corporate governance, including a description of the system for internal control over the financial reporting.
Information on Getinge's corporate governanceis also available at www.getinge.com/int/about-us/corporate-governance/overview/. Information onthe website does not comprise part of this Corporate Governance Report.
Responsibly, sustainably and efficiently
Getinge AB (publ) hereby submits its 2023 Corporate Governance Report that summarizes how the corporate governance is structured and how it has been carried out and developed in the Group during the 2023 fiscal year. This Corporate Governance Report is reviewed by the company's auditors. The auditor's report can be found on page 49.
In a continually changing world, where responsible leadership, sustainability and operational efficiency are of utmost importance, Getinge is determined to continuously improve its corporate governance. The company always strives to ensure effective man-agement, social and environmental responsibility, ethical business practices and optimal use of resources. Two of the primary focus areas during the year were to further develop governance in the product quality regulatory area and sustainability.
The adjustments to the Quality Compliance, Regulatory & Medical Affairs function that began in 2022 continued during the year, with the aim of implementing even more robust processes and systems to ensure proactivity, good product quality and in-tegrated operational quality responsibility in the Business Areas. As part of these efforts, an improved global quality management system was implemented in 2023.
In the area of sustainability, Getinge strengthened its governance during the year to ensure that the Group meets the expectations and requirements set by Getinge as well as by customers and legislators. A particular focus area was defining the Group's strategy regarding sustainability issues and the work on integrating sustainability dimensions throughout the business. Operationally, responsibility for the Sustainability function has been moved to the EVP Sustainability, Legal & Compliance.
In addition, the Board established a new preparatory commiee in 2023 (the Ethics and Sustainability Commiee).
"A particular focus area was defining the Group's strategy regarding sustainability issues and the work on integrating sustainability dimensions throughout the business."
The Commiee was established to ensure that the Board of Directors prepares, with the necessary focus, strategic issues regarding the company's work on environmental, social and gover-nance issues, including those areas defined by Getinge as critical to sustainable development. The Commiee provides the Board of Directors with additional opportunities to more closely monitor the implementation of an effective Ethics & Compliance program and monitor the efforts of the Quality Compliance, Regulatory & Medical Affairs function and the governance of sustainability-related areas.
Getinge's overall corporate governance structure
Getinge as a company
The company is a Swedish public limited liability company with the business name Getinge AB (publ). The Board of Directors is domiciled in the municipality of Gothenburg , Västra Götaland County, Sweden. The objects of the company's operations shall be to, directly or indirectly through subsidiaries, engage in the manu-facture and sale of medical technical equipment, and in any other activities compatible therewith.
The complete Articles of Association are available onwww.getinge.com.The Articles of Association contain no limitation on the number of votes each shareholder can cast at a General Meeting of Shareholders. They contain no specific provisions for the appointment or dismissal of Board members or on amend-ments to the Articles of Association.
Shares and shareholders
The total number of shares in the company amounts to 272,369,573, of which 18,217,200 are Class A shares with each share carryingentitlement to ten votes and 254,152,373 are Class B shares with each share carrying entitlement to one vote. All shares carry the same dividend entitlement.
The largest shareholder, Carl Bennet AB, held 20.0% of the shares outstanding at the end of the 2023 fiscal year and 50.1% of all votes in the company, making him the only direct or indirect shareholder with a holding in the company representing over one tenth of the number of votes for all of the shares in the company.
For information about shareholders and the Getinge share, see page 7 and pages 165-166 in the Annual Report andwww.getinge.com.
External regulations
Getinge's corporate governance is based on applicable laws, regulations, good practice on the stock market and the Nasdaq Rulebook for Issuers. In addition, the Group's corporate governance is based on the Swedish Corporate Governance Code (the "Code"). Getinge follows the Code's "comply or explain" principle.
Getinge's only deviation from the Code's regulations in 2023 was from the Code's rule 2.4, that the Chairman of the Board or any other Board member is not to be Chairman of the Nomination Commiee. The Nomination Commiee appointed Carl Bennet (Board member and owner of the company's largest shareholder, Carl Bennet AB) as Chairman of the Nomination Commiee, since the Nomination Commiee found it important to have a representative of the largest shareholder to serve as Chairman of the Nomination Commiee.
There were no violations of the stock market rules and no violations of good practice on the stock market reported by Nasdaq Stockholm's Disciplinary Commiee or the Swedish Securities Council.
2023 Annual General Meeting
General Meeting of Shareholders
The General Meeting of Shareholders is Getinge's highest decision-making body. Shareholders can exert their influence at the Annual General Meeting ("AGM") and, when applicable, at an Extraordinary General Meeting. The AGM, where shareholders exercise their vot-ing rights in key issues for the company, is held within six months of the end of the fiscal year.
General Meetings of Shareholders are convened by publishing of a notice in Post- och Inrikes Tidningar (the Swedish Official Gazee) and on the company's website. An announcement is to be made in Svenska Dagbladet that the notice of the Meeting has been published. Shareholders, who want to participate in the discussions at the Meeting must give notice of aendance to the company not later than the date provided in the notice of the Meeting. The Articles of Association also prescribe a possibility for the Board ofDirectors to resolve on the collection of powers of aorney and to resolve that shareholders can exercise their voting rights by post. A shareholder who wishes to have a maer put forward at the General Meeting of Shareholders must submit a wrien proposal to the Board in a timely manner so that the proposal can be included in the notice of the Meeting.
2024 Annual General Meeting
The AGM will be held on April 22, 2024 at Kongress-hallen at Hotel Tylösand in Halmstad, Sweden. Shareholders will also be offered the possibility of taking part through postal voting.
The 2023 AGM was held on April 26, 2023 in Halmstad, both physically and through postal voting. All of the members of the Board, the Nomination Commiee's representatives and the auditor in charge aended the AGM. A total of 1,087 shareholders were represented at the AGM, representing approximately 81% of the votes in the company. The minutes from the AGM are available on Getinge's website: www.getinge.com.The decisions made by the AGM include:
• Dividend of SEK 4.25 per share for the 2022 fiscal year.
• Re-election of all Board members and the Chairman
• Re-election of Öhrlings PricewaterhouseCoopers AB as the company's auditor
• Approval of the remuneration report
• Adoption of guidelines for the remuneration to senior executives.
Nomination Commiee
The Nomination Commiee's task is to put forward proposals ahead of the AGM, regarding the election of the Chairman of the AGM, the Chairman of the Board and other members of the Board, election of auditors, as well as fees for Board members and auditors.
At the 2020 AGM, principles were adopted for the appointment of the Nomination Commiee and the instruction for the Nomination Commiee to apply until further notice. Ahead of each AGM, the Nomination Commiee shall be composed of members appointed by the four largest shareholders in terms of voting rights as of August 31 of each year, and the Chairman of the Board. In addition, if the Chairman of the Board in consultation with the member appointed by the largest shareholder in terms of voting rights deems it appropriate, it shall include an, in relation to the company and its major shareholders, independent representative of the minority shareholders. The instruction for the Nomination Commieeis available in its entirety at: www.getinge.com/int/about-us/ corporate-governance/.
Nomination Commiee ahead of 2024 Annual General Meeting
The Nomination Commiee ahead of the 2024 AGM comprises the company's Chairman of the Board Johan Malmquist, and representatives from the following owners, listed by size:
• Carl Bennet AB: Carl Bennet
• Fourth Swedish National Pension Fund: Jannis Kitsakis
• AMF Pension & Fonder: Dick Bergquist
• Swedbank Robur: Marianne Nilsson
Carl Bennet was appointed Chairman of the Nomination Commiee ahead of the 2024 AGM (see also the section "External regulations" for information about deviation from the Code). No remuneration is paid to members of the Nomination Commiee, and the members have affirmed that there are no conflicts of interest that affect their assignment on the Commiee.
The Nomination Commiee has addressed all the maers that the Nomination Commiee must address in accordance with the Code. As a basis for its work, the Nomination Commiee studied the financial statements for the company's operations in 2023, the completed Board evaluation and proposals received.
When preparing its proposals on the composition of the Board, the Nomination Commiee takes into account the individual expertise and experience of the proposed Board members, how well the Board will work as a whole and whether it possesses the necessary breadth in terms of background and expertise. The Nomination Commiee pays particular aention to the value of diversity and the balance between the need for renewal and continuity in the Board. In its efforts to achieve diversity, the Nomination Commiee gives special consid-eration to an even gender distribution. The Nomination Commiee applies rule 4.1 of the Code as its diversity policy in preparing proposals of Board members. The aim of the policy is that the Board is to have a composition appropriate to the company's operations, phase of development and other relevant circumstances and to exhibit diversity and breadth of qualifications, experience and background, and strive for an equal gender distribution.
The Nomination Commiee has, in its own assessment, concluded that the Board functions well and that Board members exhibit the all-round breadth of qualifications, experience and background required, and are suitable with respect to the company's operations, phase of development and other relevant circumstances, including sustainability aspects.
The proposals of the Nomination Commiee ahead of the 2024 Annual General Meeting are submied in the notice of the Meeting.
Board of Directors
Composition of the Board of Directors
In 2023, Getinge AB (publ)'s Board comprised nine members elected at the AGM, of whom one is Getinge's President & CEO, and two members appointed by employee representative organizations, as well as two deputy members for the employee representatives. Out of the Board members elected at the AGM, three are women and six are men (corresponding to 33% and 67%, respectively).
Independence of Board members
The Nomination Commiee deemed that the composition of the Board during 2023 met the requirements for independence as stip-ulated by the Code. The Nomination Commiee has observed that Maias Perjos, in his capacity as President & CEO, is to be regarded as dependent in relation to the company and executive manage-ment, and that Carl Bennet and Dan Frohm, as representatives and Board members of Getinge's principal owner Carl Bennet AB, are to be regarded as dependent in relation to the major shareholders. Other Board members are deemed to be independent in relation to the company, executive management and the major shareholders.
Responsibilities and work of the Board of Directors
Primarily, the Board is responsible for the organization of the com-pany and the management of its affairs. In carrying out its duties, the Board must safeguard the interest of all its shareholders. The Board of Directors is to maintain and promote a good corporate cul-ture and ensure that Getinge - on behalf of its shareholders - is led in the most sustainable, responsible and effective manner possible.
The guidelines for the Board's work are described in greater detail in the Board's rules of procedure and annual plan, which are reviewed and adopted each year. The rules of procedure includes provisions on preventing disqualification and conflicts of interests for Board members, and a process for handling any transactions between Getinge and related parties.*
The Chairman is responsible for leading and managing the Board's work and ensuring that it is conducted in an organized and efficient manner. The President & CEO acts as rapporteur at the Board's meetings. In addition, the Group's CFO serves as rapporteur and the Group's Head of Corporate Legal serves as Secretary ofthe Board, with the exception of instances where it is inappropriate for them to aend. Other senior executives also participate when needed. The rules of procedure also contain guidelines for the work of the Board's commiees. The Board decides on the members of the commit-tees, with the aim of the commiee members possessing the relevant experience and skills for the commiee's work.
Board of Directors' evaluation of its work
The Board carries out an annual evaluation of its work for the purpose of developing its methods and effectiveness. The evaluation in 2023 was, as in previous years, based on a survey and a tool provided by an external party. Additionally, the Chairman of the Board carried out individual inter-views with the Board members. The results and analysis of this have been reported to the Board and followed up on with discussions and identifica-tion of focus areas moving forward. The Nomination Commiee has taken part of the evaluation in its entirety as well as the Board's conclusions.
The Board of Directors of Getinge AB (publ) is responsible for, among other things:
• Overall strategy, targets and organization;
• That procedures are in place for financial reporting and that financial reporting is conducted in accordance with applicable rules and regulations;
• An overview of the financial plan, earnings, forecasts and forward-looking statements as well as the adoption of the financial statements;
• Ensuring that there are effective systems for follow ups and control of operations, financial position and risks, and well-functioning internal control;
• Identifying how sustainability issues affect risks and business opportunities;
• Approving guidelines for conduct in society with the aim of securing long-term value creation and general policies;
• Ensuring that there are sufficient control mechanisms in place for compliance with applicable rules and regulations, as well as with internal policies and guidelines;
• Ensuring that external disclosures (incl. financial reporting) are characterized by openness and objectivity, and are correct, reliable and have a high level of relevance, and that there are appropriate processes, controls and systems in place.
BOARD OF DIRECTORS' WORK IN 2023
During the year, a total of 14 Board meetings were held, with an aendance rate of 98% of the members elected by the AGM.
At its ordinary meetings, the Board has addressed fixed agenda items in accordance with the Board's rules of proce-dure and annual plan. Accordingly, the Board has addressed the Group's long-term objectives and strategy, risks and risk management, sustainability issues, financial and investment plan, financial reports and corporate governance documents. The Board has continuously addressed business situation and financial issues, ethics and compliance, quality and regulatory issues, succession planning and talent development, as well as organizational issues. During the year, the Board also addressed legal proceedings and acquisitions.
During the year, the Board worked in particular on issues related to:
• quality work and remediation of the communicated challenges in the area and implementation of robust processes and systems
• sustainability efforts and ensuring that these are integrated throughout operations
• the Group's acquisition agenda and, in particular, the acquisi-tions of High Purity New England and Healthmark Industries
At one of its meetings, the Board met with the company's auditor without the presence of the President & CEO or any other individual from executive management. The Board also continuously evaluated the work of the President & CEO and devoted one meeting to this maer without the presence of executive management.
* Board member's shareholdings and other assignments can be found on pages
34-36. Getinge does not collect shareholding information from suppliers or other stakeholders. Information on any transactions with related parties are presented in Note 33.
BOARD COMMITTEES
The Board has established three commiees - to focus on remuneration, audit and risk and ethics and sustainability
Remuneration Commiee
Audit and Risk Commiee
Ethics and Sustainability CommieeResponsibilities
The Remuneration Commiee follows wrien instructions and its duties include preparing the Board's questions concerning remuneration principles, remuneration and other employment terms and conditions for executive man-agement. The Commiee is also to monitor and evaluate variable remuneration programs for executive management and assist in the preparation of the company's remunera-tion report. Furthermore, the Remuneration Commiee is to prepare proposals to the guidelines for remuneration to senior executives that the Board shall propose to the AGM and follow and evaluate the application of resolved guide-lines for remuneration and current remuneration structures and compensation levels in the company. In addition, the Remuneration Commiee is to prepare questions related to succession planning and talent development.
The Audit and Risk Commiee follows wrien instructions and is a preparatory body in the contact between the Board and the auditors, and continuously reports its work to the Board. The Commiee's activities are to meet the require-ments of the Swedish Companies Act, the Code and the EU Audit Regulation. The Commiee's tasks include preparing maers relating to the appointment and remuneration of auditors, monitoring the company's accounts, preparing the company's financial statements, finance policy and moni-toring the effectiveness of the company's internal control, financial risk management and internal audit. The Audit and Risk Commiee also monitors internal investigations and whistleblower cases, as well as the Group's work on infor-mation and cyber security maers. Sustainability reporting maers that the Commiee is responsible for are delegated to the Ethics and Sustainability Commiee.
The Ethics and Sustainability Commiee was established in 2023. The Commiee follows wrien instructions and its activities are to prepare strategic maers regarding the com-pany's work on environmental, social and governance topics, including those areas defined by Getinge as key areas for sustainable development. The Commiee is also to prepare the sustainability-related maers that the Board is required to address under the Code and monitor the work of the Sus-tainability function. The Commiee follows the work of the Ethics & Compliance function and has overall responsibility for monitoring the implementation of an effective Ethics & Compliance program. In addition, the Commiee follows the work of the Quality, Compliance Regulatory & Medical Affairs function and assumes overall responsibility for monitoring the implementation of the quality organization.
Composition
In 2023, the Commiee comprised the Board members Johan Malmquist (Chairman), Carl Bennet, Barbro Fridén and Dan Frohm. All members of the Remuneration Commiee are independent in relation to the company and executive management, and Johan Malmquist and Barbro Fridén are also independent in relation the company's major shareholders.
In 2023, the Commiee comprised the Board members Johan Bygge (Chairman), Cecilia Daun Wennborg, Dan Frohm and Kristian Samuelsson. All members of the Commiee are inde-pendent in relation to the company, executive management and the company's major shareholders, with the exception of Dan Frohm, who is not considered to be independent in relation to the company's major shareholders. The composi-tion of the Commiee meets the qualification criteria that is placed on accounting or auditing expertise.
In 2023, the Commiee comprised the Board members Cecilia Daun Wennborg (Chairman) and Malin Persson. Both members are independent in relation to the company and executive management as well as the company's major shareholders.
Work during the year
The Commiee held three meetings in 2023, and remained in contact as required.
During the year, the Commiee particularly focused on evaluating guidelines for remuneration to senior executives, the application of these guidelines, the preparation of the remuneration report and succession planning. In addition, the Commiee worked during the year on revising the targets for annual variable remuneration, monitoring of the outcome of the variable remuneration program and worked on updating the program for 2024.
The Commiee held six meetings in 2023, and remained in contact as required. The company's auditors participated in all meetings.
During the year, the Commiee has continually addressed all maers in accordance with the rules of procedure, and together with the auditor, discussed and determined the scope of the audit. A particular focus area was financing maers relating to the changed global situation and the Group's acquisition agenda, information security and cyber security as well as the follow-up of specific maers identified in conjunction with risk assessments, internal controls and internal auditing.
The Commiee held five meetings in 2023, completed one training session, and remained in contact as required.
Since the Commiee was established during the year, its primary focus has been to prepare structures and procedures for the work of the Commiee. Another focus area has been the work on the Group's materiality assessment and sustainability strategy. The Commiee also followed up on the work with the sustainability report, the preparations for the introduction of the CSRD regulations, and monitored the implementation of the quality organization.
Board of Directors
Name Position
Johan Malmquist
Board member elected by the AGM, Chairman of the Board. Board member since 2016.
Chairman of the Remuneration Commiee.
Year of birth, education and nationalityBoard assignments
Chairman of Arjo AB (publ) and Trelleborg AB (publ). Board member of Mölnlycke Health Care AB, Stena Adactum AB and Chalmers University of Technology Foundation.
Professional experience, previous assignments and other informationAendance at meetings
1961, B.Sc. in Business Administration, Swedish.
President & CEO of Getinge 1997-2015. Former Business Area Director within Getinge, President of Getinge's French subsidiary, President of subsidiaries in the Electrolux Group. Former Chair-man of the Board of Tingstad Pappers AB, and Board member of Elekta AB (publ), SCA AB (publ) and the Dunker Foundations.
Board meetings Remuneration Commiee Audit and Risk Commiee
Ethics and Sustainability Commiee
Independence1)
Dependent/independent in relation to the company and executive management and in relation to major shareholders
Remuneration and holdings
Total remuneration in 2023, SEK
1,728,450, of which 150,075 comprises fees for the Remuneration Commiee.
Holdings in Getinge AB (publ) (own and related parties2))
14/14 3/3 - -
Independent in relation to the company, executive management and major shareholders.
100,000 Class B shares.
1) See further on the independence of the Board on page 32.
2) See definition of related parties on page 36.
Carl Bennet
Board member elected by the AGM, Vice Chairman of the Board. Board member since 1989.
Member of the Remuneration Com-miee.
1951, B.Sc. in Business Administration, med. Dr. h.c., tech. Dr. h.c., Swedish.
Chairman of Lifco AB (publ). Vice Chairman of Arjo AB (publ) and Elanders AB (publ). Board member of L E Lundbergsföretagen AB (publ).
CEO and Chairman of Carl
Bennet AB. Former President & CEO of Getinge 1989-1997. Chairman of Getinge's Board of Directors 1997-2019. Former Board member of Holmen AB (publ).
14/14 3/3 - -
Dependent in relation to major shareholders, owner and Chairman of Getinge's principal owner Carl Bennet AB. Independent in relation to the company and executive management.
781,425, of which 108,675 comprises fees for the Remuneration Commiee.
Holds 18,217,200 Class A shares and 36,448,434 Class B shares through companies.
Johan Bygge
Board member elected by the AGM. Board member since 2007.
Chairman of the Audit and Risk Commiee.
1956, B.Sc. in Business Administration, Swedish.
Chairman of Scandi Standard AB (publ), Guard Therapeutics AB (publ) and Yangi AB. Vice Chairman of Third Swedish Pension Fund (AP3). Board member of Lantmännen Ek.För and CapMan OYJ.
Former Chairman of PSM Interna-tional China and Nobina AB (publ), Chairman of EQT Asia Pacific, Venture Partner of Prorsum AG Venture Fund, COO of EQT, Board member of Anti-cimex, I-Med Ltd, Praktikertjänst AB and Riksbankens Jubileumsfond Foundation, CFO of Investor AB, Executive Vice President of Electrolux and CFO of Electrolux.
14/14 - 6/6 -
Independent in relation to the company, executive management and major shareholders.
972,900, of which 300,150 comprises fees for the Audit and Risk Commiee.
15,700 Class B shares.
Cecilia Daun Wennborg
Board member elected by the AGM. Board member since 2010.
Chairman of the Ethics and Sustain-ability Commiee. Member of the Audit and Risk Commiee.
1963, B.Sc. in Business Administration, Swedish.
Chairman of Almi AB. Board member of Loomis AB (publ), Bravida Holding AB (publ), Oncopeptides AB (publ), Atvexa AB, Eleda TopCo AB, Hotell Diplomat AB, and member of Swedish Securities Council.
Former deputy CEO of Ambea AB, CEO of Carema Vård och Omsorg AB, acting CEO of Skandiabanken, Head of Swedish Operations at Skandia, President of Skandia Link, and Board member of Atos Medical Holding AB (publ), Hoist Finance AB (publ), Sophiahemmet, ICA Gruppen AB (publ) and the Oxfam Sweden Foundation.
13/14 - 6/6 5/5
Independent in relation to the company, executive management and major shareholders.
969,795, of which 146,970 comprises fees for the Audit and Risk Commiee and 150,075 comprises fees for the Ethics and Sustainability Commiee.
8,000 Class B shares.
Barbro Fridén
Board member elected by the AGM. Board member since 2017.
Member of the Remuneration Commiee.
1956, M.D., PhD., Swedish.
Chairman of Bräcke Diakoni. Board member of Apoteket AB, Sophia-hemmet, WeMind AB, BioGaia AB (publ) and the Swedish Sea Rescue Society.
Consultant and Advisor. Previously held senior positions in healthcare such as divisional head at Astrid Lindgren Children's Hospital, Karolinska University Hospital and CEO of Sahlgrenska University Hospital. Former Board member of, among others, Vitrolife AB (publ), Helsa AB, Life Clean AB, SciBase AB and European Sperm Bank A/S.
13/14 3/3 - -
Independent in relation to the company, executive management and major shareholders.
781,425, of which 108,675 comprises fees for the Remuneration Commiee.
2,747 Class B shares
Board of Directors, cont.
Name Position
Dan Frohm
Year of birth, education and nationalityBoard assignmentsProfessional experience, previous assignments and other informationAendance at meetings
Board meetings Remuneration Commiee Audit and Risk Commiee
Ethics and Sustainability Commiee
Independence1)
Dependent/independent in relation to the company and executive management and in relation to major shareholders
Remuneration and holdings
Total remuneration in 2023, SEKHoldings in Getinge AB (publ) (own and related parties2))
Board member elected by the AGM. Board member since 2017.
Member of the Audit and Risk Commiee and the Remuneration Commiee
1981, M.Sc. in Industrial Engineering and Management, Swedish.
Chairman of Elanders AB (publ). Board member of Arjo AB (publ), Carl Bennet AB, Lifco AB (publ) and Swedish-American Chamber of Commerce, Inc.
CEO of DF Advisory LLC. Former management consultant at Applied Value LLC in New York.
13/14 3/3 4/6 -
Dependent in relation to major share-holders, Board member of Getinge's principal owner Carl Bennet AB. Independent in relation to the company and executive management.
928,395, of which 108,675 comprises fees for the Remuneration Commiee and 146,970 comprises fees for the Audit and Risk Commiee.
149,510 Class B shares.
1) See further on the independence of the Board on page 32.
2) See definition of related parties on page 36.
Maias Perjos | Malin Persson | Kristian Samuelsson |
Board member elected by the AGM. Board member since 2017. President & CEO. | Board member elected by the AGM. Board member since 2014. Member of the Ethics and Sustain-ability Commiee (member of the Audit and Risk Commiee until the 2023 AGM). | Board member elected by the AGM. Board member since 2021. Member of the Audit and Risk Com-miee from the 2023 AGM, (member of the Remuneration Commiee until the 2023 AGM). |
1972, M.Sc. in Industrial Engineering and Management, Swedish. | 1968, M.Sc. in Industrial Engineering and Management, Swedish. | 1977, Professor, M.D., PhD., Swedish. |
Board member of EUROAPI S.A. Member of International Chamber of Commerce (ICC) Sweden's Board. | Chairman of Universeum AB. Board member of Hexpol AB (publ), Peab AB (publ), Ricardo PLC, Beckers Group, OX2 AB (publ), Oddwork Sweden AB, Hydroscand Group AB, Stena Sessan AB, Absolent Air Care Group AB (publ) and AB Sigrid Rudebecks Skola. | - |
President & CEO of Getinge. Former CEO of Coesia Industrial Process Solutions (IPS) and head of Coesia International. Senior positions at FlexLink AB including the role of CEO. | CEO and owner of Accuracy AB. Former CEO of the Chalmers University of Technology Foundation and many years' experience in major Swedish industrial enterprises such as the Volvo Group. Former Board member of Hexatronic Group AB (publ), EVRY ASA, Mekonomen AB (publ) and Magnora AB. | Professor of orthopaedic surgery at the University of Gothenburg and senior consultant in orthopaedic surgery at Sahlgrenska University Hospital. Experience from healthcare with evidence-based medical research and interdisciplinary research in areas such as artificial intelligence (AI) and digitization. |
14/14 | 14/14 | 14/14 |
- | - | 4/4 |
- | 2/2 | 1/1 |
- | 5/5 | - |
Dependent in relation to the company and executive management in his ca-pacity as President & CEO of Getinge. Independent in relation to major shareholders. | Independent in relation to the company, executive management and major shareholders. | Independent in relation to the company, executive management and major shareholders. |
- | 781,425, of which 108,675 comprises fees for the Ethics and Sustainability Commiee. | 819,720, of which 146,970 comprises fees for the Audit and Risk Commiee. |
80,000 Class B shares. | Holds no shares. |
Åke Larsson
Ordinary Board member appointed by employee organization
1966, M.Sc. in Electrical engineering, Swedish.
Board member of Oxelerate AB.
Specialist, Research & Development at Maquet Critical Care AB. Assignments on Getinge's Board: Ordinary Board member 2016-2018, 2020-2022 and from October 2022. Deputy 2014-2016, 2018-2020 and 2022.
14/14 - - -
-
-
Holds no shares.
Board of Directors, cont.
Name Position
Fredrik Braborn
Year of birth, education and nationality
Board assignments
Professional experience, previous assignments and other informationAendance at meetings
Board meetings Remuneration Commiee Audit and Risk Commiee
Ethics and Sustainability Commiee
Independence1)
Dependent/independent in relation to the company and executive management and in relation to major shareholders
Remuneration and holdings
Total remuneration in 2023, SEK
Holdings in Getinge AB (publ) (own and related parties2))
Ordinary Board member appointed by employee organization
1976, Swedish.
-
Workshop technician, Manufacturing at Getinge Disinfection AB.
Assignments on Getinge's Board: Deputy 2020-2020. Ordinary member from April 2022.
14/14 - - -
-
-
Holds no shares.
Definition of related parties, linked to shareholdings:
Related parties are legal entities directly or indirectly controlled by the Board member or President & CEO or by his or her related parties. In the case of physical relatives, the spouse/cohabiting partner, children under custody and other relatives with whom households have been shared for at least one year are covered.
1) See further on the independence of the Board on page 32.
2) See also the definition of related parties above.
Pontus Käll
Deputy appointed by employee organization
1991, Swedish.
-
Functional tester at Getinge Sterilization AB.
Assignments on Getinge's Board: Deputy representative since 2022.
14/14 - - -
-
-
External auditor
Getinge AB (publ)'s auditor is elected at the AGM. The auditor performs an audit of the Annual Report, financial statements and the consolidated financial statements as well as the management by the Board and President & CEO in accordance with generally accepted auditing standards. Aſter each fiscal year an auditor's report for the Parent Company and a group auditor's report are presented to the General Meeting. The auditor also reviews Getinge's nine-month report. The auditor in charge and co-auditor participate in all of the Audit and Risk Commiee's meetings, as well as relevant Ethics and Sustainability Commiee meetings, and report to the relevant commiee and Board of Directors on their audit.
External auditors in 2023
At the 2023 AGM, the registered auditing firm Öhrlings PricewaterhouseCoopers AB was re-elected auditor until the Annual General Meeting 2024, which the firm has been since 2008. In 2023 Authorized Public Accountant Peter Nyllinge was Auditor in Charge and Authorized Public Accountant Karin Olsson was the co-signing auditor.
Holds no shares.
In addition to standard audit assignments, Öhrlings PricewaterhouseCoopers AB provides advisory services and performs assessments. Such assignments take place in accordance with the regulations determined by the Audit and Risk Commiee for approval of the nature and scope of the services and the fees for such services. The performed assignments are not deemed to have given rise to any conflict of interest. Details about the amounts of remuneration paid to auditors are presented in Note 5 of the Annual Report.
President & CEO and Getinge Executive Team
President & CEO
The Board of Directors has delegated the day-to-day management of Getinge and the overall management of the Group's operations to the President & CEO, including an authorization to make decisions or govern all issues that are not exclusively under the authority of the Board of Directors.
It is the President & CEO's responsibility to implement and en-sure that the strategies, business plans and operational objectives that the Board adopts are carried out and that effective internal governance and control are maintained. The President & CEO also reports at Board meetings and keeps the Board of Directors and its Chairman up to date on Getinge's financial position, develop-ment, risks and opportunities. The President & CEO's role, areas of responsibility and authorizations are described in more detail in the instruction for the CEO and for financial reporting.
Getinge Executive Team
The President & CEO is supported by the Getinge Executive Team in conducting Getinge's operations. The Getinge Executive Team comprises the business area presidents, the head of the Global Sales and Service organization, the CFO and heads of the Group-wide support functions.
The President & CEO delegates roles and responsibilities to the Executive Team, which then structures its own management teams and ensures that strategic maers, leadership, product quality, ethics and compliance, and sustainability maers are integrated into the business.
Getinge Executive Team 2023
At year-end 2023, the Getinge Executive Team comprised eleven individuals. The Getinge Executive Team held six ordinary meetings in 2023 and remained in continuous contact and alignment between meetings. The primary focus of the meetings was the Group's strategic and operational performance and monitoring of results. During the year the Getinge Executive Team addressed topics such
Forum at Getinge Executive Team level
Forum
Sustainability BoardSponsorship & Donations CommieeOperational Services Commiee (incl. IT Board)
Ethics CommieeDisclosure Commiee
Responsibilities
as sustainability, the acquisition agenda, the changing financial situation, challenges in the supply chain and other external factors. One of the major focus areas for 2023 has been the Group's quality activities, both in terms of communicated challenges in quality and remedial action related to this, but also in terms of proactive work to strengthen processes and implement relevant systems.
Governance across all sustainability-related areas. This includes preparing proposals, initiatives and guiding principles for the Executive Team, the Ethics and Sustainability Commiee and the Board of Directors.
Pre-approval of sponsorships and donations.
Coordinates and entrenches the Group's operational services in IT, logistics, purchases, academy and efficient production.
Follow ups of internal investigations and compliance issues and measures taken as a result.
Also has decision-making powers regarding relations with third parties where specific risks have been identified.
Previews proposed disclosures in financial reports, and makes recommendations to the Audit and Risk Commiee and the Board of Directors on these.
Forum at Getinge Executive Team level
Internally, Getinge has a continuous need for coordination and interaction between various functions and competencies in the global organization. Cross functional forums and meeting struc-tures have been established at the Group level to ensure accep-tance and coordination and to assist the President & CEO and the Getinge Executive Team in making well-informed decisions, and also to provide a defined structure for escalation to the Getinge Executive Team and the Board.
Insider CommieeSTIP Steering CommieeSupports the President & CEO in managing insider information issues and the disclosure of these.
Prepares - in relation to non-executives - the annual variable remuneration process, performance targets and any deviations or adjustments.
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Getinge AB published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 09:26:05 UTC.
