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8. Board of directors composition and independence

Corporate Governance

Composition

According to the Articles of association, the board shall consist of 3 to 6 shareholder-elected members as resolved by the general meeting. The board currently consists of six shareholder-elected members and three members elected by and among the employees.

Board members are elected for a period of up to two years. The chairman of the board is elected by the general meeting. There is no corporate assembly in Kitron.

The board’s composition shall ensure that it can effectively and proactively perform its supervisory and strategic functions. Furthermore, the board is composed to enable it to always act independently of special interests. The representation of shareholders was proposed by the nomination committee and unanimously resolved by the general meeting.

Election of the Board members

After the Annual General Meeting on 28 April 2023, the board of directors consists of nine members and currently has the following composition:

  • Tuomo Lähdesmäki (Chairman), re-elected until the Annual General Meeting in 2024
  • Gro Brækken (Vice-chairman), re-elected until the Annual General Meeting in 2024
  • Espen Gundersen, re-elected until the Annual General Meeting in 2024
  • Maalfrid Brath, re-elected until the Annual General Meeting in 2024
  • Christian Jebsen, re-elected until the Annual General Meeting in 2024
  • Petra Grandinson, elected until the Annual General Meeting in 2024
  • Michael Lundgaard Thomsen, elected until the Annual General Meeting in 2024
  • Jarle Larsen, elected by and among employees
  • Tone Aas, elected by and among employees
  • Henriette Stene, elected by and among employees

All shareholder-elected directors are considered independent of the management. The same applies in relation to important business relations and owners.

Board members who own shares in Kitron

On 31 December 2023 Tuomo Lähdesmäki owned 297 105 shares, Gro Brækken - 52 810 shares, Espen Gundersen - 57 810 shares, Maalfrid Brath - 32 690 shares, Petra Grandinson - 22 943 shares, Michael L. Thomsen - 8 689 shares, Jarle Larsen - 21 154 shares, Tone Aas - 1 530 shares, Henriette Stene - 1 530 shares in Kitron. See the presentation of board members for details.

As expressed in the Ethical Code of Conduct, Kitron recognizes a balanced workforce as a strength, and this extends to the board and its committees. At the General Meeting on 28 April 2023, 3 male and 3 female board members were nominated and elected by shareholders. Of the employee-elected board members, 1 is male, and 2 are female. Both genders are represented on the audit committee and the HR & remuneration committee. The board includes members representing various age groups as well as educational and employment backgrounds. Four nationalities are represented on the board.