Corporate Governance

At FM Mattsson Group, we aim for the company to be governed and led to act responsibly and create value for our shareholders and other stakeholders. We achieve this through an efficient structure, transparency, and by adhering to laws, regulations, and the internal policies and governance documents we have established for ourselves.
Corporate Governance

Our organisation

We have established an international, decentralised organisation with local presence and strong relationships with our customers and suppliers. We tailor our strategy and offerings to each market to maximise customer value and efficiency. Therefore, we have a relatively streamlined corporate management that works closely with our local management teams.

Group Management

Fredrik Skarp

CEO

CEO since 2016.

Employed in 2016.

Current assignments: Fredrik has no current assignments.

Shareholding in the company (including ownership by related persons or legal entities):

Fredrik holds 75,126 class B shares in FM Mattsson AB.

Education/background: Fredrik has a PhD in Industrial Marketing and Purchases from Chalmers University of Technology and a BSc in Industrial Economics from the University of Dalarna. Fredrik Skarp has previously been acting CEO of Morakniv AB, Scanmast AB and Scanhold AB.

Martin Gallacher

CFO

CFO and Financial Director since 2018.

Employed in 2018.

Current assignments: No current engagements.

Shareholding in the company (including ownership by related persons or legal entities):

Martin holds 1.335 class B shares in FM Mattsson AB.

Education/background: Martin is a qualified chartered accountant with ICAEW and has a BSc Physics from Durham University.

Martin has previously been acting CFO at Morakniv AB. He has been Associate Director within Corporate Finance at Grant Thornton UK LLP. 

Board

Styrelse - Johnny Alvarsson (640 sq)

Johnny Alvarsson

Chairman of the board

Johnny Alvarsson (born 1950): Chairman of the board since 2015 and board member since 2012.

Education/background: Johnny has a Master of Science in Engineering. 2004–2017 was he CEO of Indutrade Aktiebolag, a company listed on Nasdaq Stockholm. Johnny was previously CEO of the listed companies Zeteco Aktiebolag (1988–2000) and Elektronikgruppen BK Aktiebolag (2000–2004).

Current assignments: Chairman of the board of Llentab AB and Priomtech AB. Board member of VBG Group AB, Instalco Intressenter AB, Stibtech AB, Beijer Alma AB and Rotundagruppen AB.

Shareholding in the company (including ownership by related persons or legal entities): Johnny holds 121,500 class B shares in FM Mattsson AB.

Independency
In relation to major shareholders: Yes
In relation to the company and management: Yes

Styrelse - Lars Erik Blom (640 sq)

Lars Erik Blom

Board member

Lars Erik Blom (born 1960): Board member since 2013.

Education/background: Lars Erik has a degree in Business Administration from Stockholm University. Lars Erik has experience from LK Finans AB, where he is currently CEO.

Current assignments: Lars Erik is CEO and a board member of LK Finans Aktiebolag. He is also chairman of the board of Lagerstedt & Krantz AB, Delgivningsbyrån Deltra-Kravek AB, TSS Holding AB, D-K Intressenter AB, JEFF fastigheter AB, Visera AB. Board member of Novorent Modul AB, Optimum Ekonomiplanering AB, Temperature Sensitive Solutions Systems Sweden AB, its nordic AB, its nordic holding AB, Projektengagemang Sweden AB, Nextory AB and Bliq AB.

Shareholding in the company (including ownership by related persons or legal entities): Lars Erik holds 9.91 percent of the company LK Finans AB, which in turn holds 686,700 class A shares and 4,264,122 class B shares in FM Mattsson Group.

Independency:
In relation to major shareholders: No
In relation to the company and management: Yes

Håkan Broman

Håkan Broman

Director

Håkan Broman (born 1962): Board member since 2019.

Education/background: Jur. kand., fil. Kand. and Stanford Executive Program. Håkan has previously been acting president and CEO of NCC AB as well as general counsel in NCC AB for many years. He has held a large number of board assignments and other positions of trust for NCC-affiliated companies, joint ventures and organizations in Sweden as well as many other countries. Håkan has also been general counsel at Trafikverket.

Current assignments: CEO of Styrelseakademien, vice Chairman of Kollegiet för Svensk Bolagsstyrning, board member of Comfortgruppen AB and board member of Videnca AB.

Shareholding in the company (including ownership by related persons or legal entities): Håkan holds 8,407 class B shares in FM Mattsson AB through the company Cap Broman AB.

Independency
In relation to major shareholders: Yes
In relation to the company and management: Yes

Styrelse - Marie Bark (640 sq)

Marie Bark

Board member

Marie Bark (born 1963): Board member since 2018.

Education/background: Marie has a degree from Berghs School of Communication in Stockholm. Marie has over 25 years of experience from leading positions in marketing, card operations, retail and customer service. Since 2008 Marie has been active in Preem AB.

Current assignments: Marie has no current assignments.

Shareholding in the company (including ownership by related persons or legal entities): Marie holds 15,000 class B shares in FM Mattsson AB.

Independency
In relation to major shareholders: Yes
In relation to the company and management: Yes

Styrelse - Lars Kvarnsund (640 sq)

Lars Kvarnsund

Board member

Lars Kvarnsund (born 1967): Board member since 2023.

Education/background: Lars is a educated economist, and has studies in economics at Jönköping International Business School . Lars has experience from leading positions in international industrial companies, most recently as president and CEO of Gunnar Johansson Gruppen AB and Gnosjö Konstsmide AB. Lars worked for 19 years in GARO AB (publ) mainly as CFO but also as Business Area Manager for Sweden.

Current assignments: Lars is chairman of the board of Jansson Industri AB and a board member of United Power AB, Dentalum Group AB, Prido AB and LKV Consulting AB.

Shareholding in the company (including ownership by related persons or legal entities):5,010 class B shares in FM Mattsson AB.

Independency:
In relation to major shareholders: Ja
In relation to the company and management: Ja

Styrelse - Claes Frisk (640 sq)

Claes Frisk

Employee representative (Unionen)

Claes Frisk (born 1963): Employee representative Unionen on the board since 2022.

Education/background: Previously worked at ABB, Nybergs Maskin (manufacturer of special machines), Pressmaster Tool (manufacturer of hand tools, etc.) as a designer. Since 2001 has Claes worked with product development and design at FM Mattsson AB.

Current assignments: Claes has no current assignments.

Shareholding in the company: No shares in FM Mattsson AB.

Independency
In relation to major shareholders: Yes
In relation to the company and management: Yes

Styrelse - Fredrik Hållestam (640 sq)

Fredrik Hållestam

Employee representative (IF Metall)

Fredrik Hållestam (born 1977): Employee representative IF Metall on the board since 2016.

Education/background: Fredrik holds a three-year automotive technical education. Fredrik is employed as an operator – surface treatment. Fredrik currently works as club chairman for the union club FMM-Mora on full time.

Current assignments: Fredrik has no other current assignments.

Shareholding in the company (including ownership by related persons or legal entities): Fredrik holds 1,323 class B shares in FM Mattsson AB.

Independency
In relation to major shareholders: No
In relation to the company and management: Yes

The board's work

The board’s work is governed by annually approved rules of procedure that regulate the distribution of work among its members, decision-making procedures within the company, signing authority, the board’s meeting order, and the chairman’s responsibilities. The board has also adopted guidelines for the distribution of work between the board and the CEO, which are evaluated annually.

At regular board meetings, the CEO and management’s reports on current business conditions, forecasts, financial and economic reports, operational reports, investments, any significant disputes that have arisen, or potential dispute issues, as well as other relevant matters requiring board decisions, are addressed. In addition, at least one of the regular board meetings during the year includes an evaluation of the CEO’s work, an assessment of the board’s working methods and decision-making procedures.

At one board meeting during the year, decisions are made on a strategic plan, including vision, mission, and strategy. The board’s final meeting of the fiscal year addresses the budget for the upcoming year.

The board receives a written report from the CEO on the group’s results and financial position every month.

In addition to the board, the CEO and CFO are always present, with the CFO also serving as the board’s secretary. Other officials in the company may participate in board meetings to present specific issues or as otherwise deemed appropriate.

Audit Committee

The Board has established an audit committee comprising of the following Board members:

  • Lars Erik Blom, Chairman of the audit committee
  • Johnny Alvarsson

The primary task for the audit committee is to be responsible for the Group having satisfactory processes for internal control and accurate, high-quality financial reporting.

Remuneration Committee

The Board of Directors has appointed a Remuneration Committee that will consist of the chairman and two members elected by the AGM. Its duty is to consult on the Chief Executive Officer’s salary and other employment terms for decision by the Board of Directors. The AGM resolution regarding the guidelines for remuneration for senior executives is the basis of this work. The committee should receive and approve agreements that the CEO makes with senior executives of the company. Minutes are kept at all meetings of the Remuneration Committee, with these minutes presented to the Board together with an oral report in connection with the Board of Directors making decisions.

The members of the Remuneration Committee are

  • Johnny Alvarsson, Chairman of the Remuneration Committee
  • Lars Kvarnsund

Group Structure

All subsidiary companies are 100% owned by FM Mattsson AB
*0.007% is owned by FM Mattsson AB

Company Registration #
FM Mattsson AB 556051-0207
FM Mattsson Finland OY 1796012-0
FM Mattsson Norway AS 980 347 745
FM Mattsson Denmark ApS 56416218
FM Mattsson Belgium NV* 0438.025.967
FM Mattsson Netherlands B.V. 800533616
FM Mattsson Germany GmbH HRB 4708
Aqua Invent i Lomma AB 556359-1212
Hot Bath B.V. 27283030
Hotbath Srl 02067420469
Aqualla Brassware Ltd NI608481
Ostnor (Asia) Ltd I 978 636
Guangzhou Ostnor Sanitary Ware Ltd 08868868-9
   

All subsidiary companies are 100% owned by FM Mattsson AB
*0.007% is owned by FM Mattsson AB

Company Registration #
FM Mattsson AB 556051-0207
FM Mattsson Finland OY 1796012-0
FM Mattsson Norway AS 980 347 745
FM Mattsson Denmark ApS 56416218
FM Mattsson Belgium NV* 0438.025.967
FM Mattsson Netherlands B.V. 800533616
FM Mattsson Germany GmbH HRB 4708
Aqua Invent i Lomma AB 556359-1212
Hot Bath B.V. 27283030
Hotbath Srl 02067420469
Aqualla Brassware Ltd NI608481
Ostnor (Asia) Ltd I 978 636
Guangzhou Ostnor Sanitary Ware Ltd 08868868-9
   

Nominations Committee

The Nominations Committee is the body of the general meeting responsible for preparing decisions on election and remuneration issues, with the aim of providing a solid basis for the meeting’s consideration of these matters. The Committee’s task is, prior to the annual general meeting, to present proposals for:

  • Chairman of the annual general meeting;
  • Candidates for the positions of chairman and other members of the board;
  • Fees and other compensation for each of the board members;
  • Fees for members of committees within the board;
  • Election and remuneration of the Company’s auditor; and
  • Principles for the Nominations Committee.

The Nominations Committee for the 2024 annual general meeting consists of the following members: 

  • Hans Karlsson, Chairman, appointed by Tibia Konsult AB
  • Mats Rylander, appointed by a larger shareholder group
  • Åsa Mattsson, appointed by a larger shareholder group

Shareholders are welcome to submit proposals to the Nominations Committee for the 2024 annual general meeting by February 29, 2024, via email to:

valberedning@fmmattssongroup.com

or by mail to the company’s address:

FM Mattsson AB
Attn: Nominations Committee
Box 480
792 27 Mora

Principles for the Nominations Committee

Auditor

KPMG
Hök Olov Forsberg
Lead Auditor

Lead Auditor for FM Mattsson AB since 2021. 

Annual General Meeting

The shareholders’ right to decide on the company’s affairs is exercised at the annual general meeting, which is the company’s highest decision-making body. The annual general meeting is held annually within six months after the end of the fiscal year. At this meeting, the company’s board and auditor are elected. Additionally, the company’s income statement and balance sheet are approved, and matters are considered regarding dividends, discharge of liability for board members and the CEO, as well as the determination of fees for the board and auditor.

The annual general meeting also addresses other issues mandatory under the Companies Act and the company’s articles of association. 

The company announces the date of the annual general meeting as soon as the board makes a decision, no later than in connection with the third-quarter report. Information about the location and date is available on the company’s website. Shareholders listed in the Euroclear shareholder register on the record date and who have registered their participation in time have the right to attend and vote at the meetings for their shareholding. All information about the company’s meetings, such as registration, the right to include items on the agenda, minutes, etc. is available on the company’s website.

It is the company’s ambition that the annual general meeting should be an adequate forum for shareholders, and the goal is to have the entire board, a representative from the nominations committee, the CEO, other members of the management, and the auditor always present at the meeting.

An extraordinary general meeting is convened when the board or auditors find it necessary.

Articles of Association

Here are the articles of association for FM Mattsson AB (publ), with registration number 556051-0207, adopted at the annual general meeting on May 12, 2022.