Organisation & Governance
The corporate governance of Ellevio ensures that the business is managed in a sustainable, responsible and efficient manner. It is based on applicable laws and ordinances, Articles of Association, shareholders’ agreement, internal policies and instructions.
Below is information from the electricity network operations' corporate governance report for 2022. The electricity network operations are run within Ellevio AB (publ) and its complete corporate governance report can be found on page 72 of the Annual and sustainability report 20
Ellevio AB (publ), “Ellevio”, is a public Swedish limited liability
company with its head office in Stockholm.
At Ellevio, authority, management and governance are
allocated among the shareholders, Board of Directors, Chief
Executive Officer (CEO) and the management team. Ellevio’s
corporate governance aims to ensure proper risk and internal
control, a defined delegation of responsibilities, a healthy
corporate culture, effective decision-making procedures and
sound relations with the company’s stakeholders, and thus to
contribute to long-term value creation for the company’s shareholders.
Owners and ownership structure
Ellevio AB (publ) is a wholly owned subsidiary of Ellevio Holding 4 AB. The Ellevio Group’s Parent Company is Ellevio Holding 1 AB, which has the following ownership structure:
- OMERS Infrastructure, 50 percent
- The Third National Pension Fund, 20 percent
- Folksam, 17.5 percent
- AMF, 12.5 percent
The annual general meeting is Ellevio’s highest decisionmaking body, through which Ellevio’s shareholders are entitled to govern Ellevio’s business. The annual general meeting elects the Board of Directors and the auditors, decides their fees, adopts the income statement and balance sheet, resolves on the allocation of the company’s earnings, grants the Board and CEO discharge from liability, and resolves on other matters pursuant to the law, Articles of Association and shareholders’ agreement.
The 2022 annual general meeting was held on 3 May at Ellevio’s head office in Stockholm and through video and phone. All shareholders were represented and the auditors were present. No decisions were taken beyond the ordinary decisions at the annual general meeting. Given the limited number of owners, neither a notification of nor minutes for the annual general meeting were published on the company’s website.
The 2023 annual general meeting will be held on 25 April 2023 in Stockholm.
The overall task of the Board of Directors is to bear responsibility for the organisation and management of operations as well as financial reporting and sustainability reporting. The Board is also tasked with ensuring that Ellevio’s organisation is designed in a manner that assures satisfactory control of accounting, asset management and financial conditions in general.
The Board is also responsible for establishing effective and appropriate systems for governance, internal control and risk management, as well as for establishing guidelines that aim to ensure long-term value creation. Furthermore, the Board should work to ensure that Ellevio acts as a role model for sustainable business practises in areas such as the environment, ethics, working conditions, human rights, equality and diversity.
The Board shall establish written rules of procedure governing its own work, and these should be revised and confirmed on an annual basis. These contains, among other hings, instructions on the board’s areas of responsibility and the demarcation against the board’s committees and CEO. The board’s rules of procedure state that a board member must inform the board if conflict of interest occurs. Such nformation is not disclosed to other parties.
The Chairman of the Board oversees the evaluation the work f the Board, including sustainability aspects, and reports to the owners. This is done on an annual basis and aims to provide an overview of the Directors’ opinions on how work is progressing, as well as what changes could be made to enhance efficiency.
The evaluation in 2022 did not cause any material changes in the Board’s work.
Composition of the Board
According to the Articles of Association, the Board is to comprise of no less than three and no more than ten members, and no more than ten deputies. The shareholders’ agreement states that the shareholders nominate Directors based on the size of the ownership and that the Board shall consist of seven members, of which one is an independent chairman, and that the annual general meeting takes the final decision.
As presented below, each owner has nominated certain members of the Board of Directors. All elected Board members are independent of the company and the company’s management.
In 2022, the Board consisted of seven Directors and two employee representatives. At the end of the year, the Board had the following members, Fredrik Persson, Chairman (independent), Anna Belfrage (nominated by the Third AP Fund), Lars Clausen (nominated by OMERS Infrastructure), Göran Hägglund (nominated by AMF), Karin Jarl Månsson (nominated by OMERS Infrastructure), Michael McNicholas (nominated by OMERS Infrastructure), Sten Olsson (nominated by Folksam), Tomas Bergquist (employee representative) and Eyob Yehdego (employee representative). Deputies to the Board at the end of the year were Henrik Nordlander (nominated by the Third AP Fund), Fredrik Lundeborg (nominated by AMF), Adam Friedrichsen (nominated by OMERS Infrastructure), Marcus Blomberg (nominated by Folksam), Morgan Holm (employee representative) and Fredrik Ullman (employee representative).
The following changes have been made to the board during the year: Fredrik Ullman replaced Jenny Evred on May 3, 2022, Adam Friedrichsen replaced Alastair Hall on May 5, 2022, Marcus Blomberg replaced Birgitta Stenmark on October 7, 2022, Fredrik Lundeborg replaced Johan Temse on December 21, 2022.
The Board of Directors appoints the CEO, who is responsible for the day-to-day management of Ellevio in accordance with the Board’s instructions. The allocation of responsibilities between the Board and the CEO is specified in addition to the Swedish companies act in instructions that are established by the Board each year.
The CEO’s responsibility includes, but is not limited to, the operation of the business, human resources, finances and accounting, and maintaining regular contact with Ellevio’stakeholders, such as government agencies. The CEO is responsible for ensuring that the Board receives the information it requires to take decisions and delivers monthly reports to the Board regarding the financies circumstances, significant events and other important information.
The CEO has appointed a management team that oversees the day-to-day operations. The management team meets regularly to make decisions about and monitor the business, to discuss issues related to the organisation and human resources, as well as current projects and other matters.
Members of the Management Team
- Johan Lindehag, CEO
- Erika Abrahamsson, General counsel
- David Bjurhall, Senior Vice President, Regulation
- Susanne Bragée, Senior Vice President, People, Culture & Sustainability
- Kristofer Fröjd, Senior Vice President, Strategy & Business development
- Jörgen Hasselström, Senior Vice President, Asset Management & Operation
- Anna-Karin Käck, Chief FInancial Officer
- Anna Lidberg, Senior Vice President, Brand & Communications
- Elisabeth Stjernstoft, Chief Information Officer
- Emma Thorsén, Senior Vice President, Customer & Market
Text updated: 1 December 2021