See presentations of ICA Gruppens board members ›
The Board of Directors is responsible for the administration of ICA Gruppen’s affairs and the interests of all the shareholders.
The duties of the Board include establishing operational goals and strategies; appointing, evaluating and where necessary dismissing the CEO; approving significant assignments held by the CEO outside the Company; ensuring that systems for monitoring and control of operations are effective; ensuring that there is satisfactory control of compliance with applicable laws and regulations; and ensuring that ethical rules have been established for employee conduct. The Board is also to ensure that the provision of information is correct, relevant, reliable and transparent.
The Board of Directors of ICA Gruppen has adopted rules of procedure with instructions relating to the division of work between the Board of Directors and the CEO, as well as the internal division of work within the Board via established working committees; the Audit Committee, the Remuneration Committee, the Investment Committee and the Sustainability Committee.
According to the Articles of Association, ICA Gruppen’s Board shall consist of between five and ten members. Otherwise there are no regulations in the Articles of Association relating to the appointment or dismissal of Board members.
The present Board consists of ten members and Claes-Göran Sylvén is Chairman of the Board. The CEO makes presentations at Board meetings and the General Counsel is the Secretary to the Board.
The work of the Board
The main task of the Board of Directors is to manage the Company’s affairs on behalf of the shareholders such that the shareholders’ interest in a solid, long-term capital return is satisfied in the best possible way. The main issues for the Board to address are strategy work, risk management and value creation.
The Board is guided in its work by the Chairman. Work processes are determined by the rules of procedure established by the Board each year, and by applicable laws and regulations. The Board has also prepared instructions for the CEO and for its working committees, as well as other policy documents that provide guidance for ICA Gruppen’s employees. Each year the Board reviews the rules of procedure and instructions. The rules of procedure and instructions now in place were discussed and formally adopted at the Board meeting on 27 May 2020. In the 2020 financial year the Board of Directors met 12 times.
Read about the work of the Board in 2020 in the Corporate Governance Report 2020 ›
Committees
ICA Gruppen’s Board has four working committees: the Audit Committee, the Remuneration Committee, the Investment Committee and the Sustainability Committee. The work of the committees is reported to the Board on a regular basis. The committees do not assume the responsibility that rests with the Board as a whole.
The Audit Committee’s mandate is to supervise the Company’s accounting and financial reporting and to monitor the effectiveness of the Company’s internal control, internal audit, risk management and compliance with rules and regulations. The Audit Committee shall also keep itself informed concerning the audit of ICA Gruppen and shall review and monitor the impartiality and independence of the audit. The Audit Committee assists with the preparation of proposals to the Annual General Meeting concerning the election of auditors. The Audit Committee consists of Cecilia Daun Wennborg (chairman), Bo Sandström, Lennart Evrell and Anette Wiotti. The Company’s CFO is responsible for presenting information and the head of Internal Audit serves as secretary.
The Renumeration Committee is responsible for the preparation and evaluation of issues regarding remuneration and other terms of employment for the ICA Management Team, including pay structures, pension plans, incentive programmes and other terms of employment. The Renumeration Committee also monitors and evaluates ongoing and concluded remuneration programmes for the IMT during the year, and monitors and assesses the implementation of the guidelines for remuneration to senior executives adopted by the Annual General Meeting, as well as remuneration structures and levels within the Company. Renumeration Committee consisted of Claes-Göran Sylvén (chairman), Andrea Gisle Joosen and Magnus Moberg.
The Retail Investment Committee’s shall review and quality assure the documentary basis for decisions on acquisitions and divestments, including neccessary risk analyzes. In addition, the Retail Investment Committee has an investment and divestment mandate as set out in the Company’s Bill of Authority. The Retail Investment Committee consists of Claes-Göran Sylvén (chairman), Bo Sandström, Jeanette Jäger and Fredrik Persson.
The Sustainability Committee’s mandate is based on the Code’s rules on the responsibility of a board of directors to set the guidelines for how a company should behave in society. The Committee’s duties include preparing policies on business ethics and sustainability as well as sustainability reports (annually and quarterly), and following up on business ethics and sustainability issues. The Sustainability Committee consists of Cecilia Daun Wennborg (chairman), Andrea Gisle Joosen and Fredrik Hägglund.
Five of the Board’s members – Cecilia Daun Wennborg, Lennart Evrell, Andrea Gisle Joosen, Jeanette Jäger and Fredrik Persson, are independent in relation to ICA Gruppen, its management and the principal shareholders.
Fredrik Hägglund and Bo Sandström are independent in relation to ICA Gruppen and its management but not in relation to the principal shareholders since they are employed by ICA-handlarnas Förbund.
Anette Wiotti and Magnus Moberg are ICA retailers and members on the board of the Association of ICA Retailers. They are regarded as independent in relation to ICA Gruppen and the Company’s management, but not in relation to the principal shareholder ICA-handlarnas Förbund.
Claes-Göran Sylvén is a ICA retailer and member of ICA-handlarnas Förbund and is considered to be independent in relation to ICA Gruppen and its management but not in relation to ICA-handlarnas Förbund.
The Chairman of the Board and Board members receive fees determined by a decision at the Annual General Meeting.
The tables below show fees paid to ICA Gruppen’s Board members for the financial years 2019-2012. Remuneration to Board members is reported in thousands of kronor (SEK 000s).
No fees are paid to people in ICA Gruppen who represent the company on the boards of subsidiaries or associates.
Fees to members of the Board of ICA Gruppen AB: |
Board fees |
Committee work |
Total fees |
Claes Göran Sylvén | 1,115 | 150 | 1,300 |
Fredrik Hägglund | 550 | 50 | 600 |
Anette Wiotti | 550 | 100 | 650 |
Magnus Moberg | 550 | 50 | 600 |
Cecilia Daun Wennborg | 550 | 275 | 825 |
Andrea Gisle Joosen | 550 | 100 | 650 |
Jeanette Jäger | 550 | 50 | 600 |
Fredrik Persson | 550 | 50 | 600 |
Lennart Evrell | 550 | 100 | 650 |
Bo Sandström | 550 | 150 | 700 |
Total | 6,100 | 1,075 | 7,175 |
Fees to members of the Board of ICA Gruppen AB: |
Board fees |
Committee work |
Total fees |
Claes Göran Sylvén | 1,115 | 150 | 1,300 |
Fredrik Hägglund | 550 | 50 | 600 |
Anette Wiotti | 550 | 100 | 650 |
Magnus Moberg | 550 | 50 | 600 |
Cecilia Daun Wennborg | 550 | 275 | 825 |
Andrea Gisle Joosen | 550 | 100 | 650 |
Jeanette Jäger | 550 | 50 | 600 |
Fredrik Persson | 550 | 50 | 600 |
Lennart Evrell | 550 | 100 | 650 |
Bo Sandström | 550 | 150 | 700 |
Total | 6,100 | 1,075 | 7,175 |
Fees to members of the Board of ICA Gruppen AB: |
Board fees |
Committee work |
Total fees |
Claes Göran Sylvén | 1,100 | 150 | 1,250 |
Fredrik Hägglund | 500 | 100 | 600 |
Göran Blomberg | 500 | 85 | 585 |
Anette Wiotti | 500 | 85 | 585 |
Magnus Moberg | 500 | 50 | 550 |
Bengt Kjell | 500 | 85 | 585 |
Cecilia Daun Wennborg | 500 | 245 | 745 |
Andrea Gisle Joosen | 500 | 100 | 600 |
Jeanette Jäger | 500 | 50 | 550 |
Fredrik Persson | 500 | 50 | 550 |
Total | 5,600 | 1,000 | 6,600 |
Fees to members of the Board of ICA Gruppen AB: |
Board fees |
Committee work |
Total fees |
Claes Göran Sylvén | 1,025 | 150 | 1,175 |
Fredrik Hägglund | 425 | 100 | 525 |
Göran Blomberg | 425 | 85 | 510 |
Peter Berlin | 212 | 25 | 237 |
Anette Wiotti | 213 | 43 | 256 |
Magnus Moberg | 425 | 67 | 492 |
Bengt Kjell | 425 | 85 | 510 |
Cecilia Daun Wennborg | 425 | 245 | 670 |
Jan Olofsson | 425 | 50 | 475 |
Andrea Gisle Joosen | 425 | 100 | 525 |
Jeanette Jäger | 425 | 50 | 475 |
Total | 4,850 | 1,000 | 5,850 |
Fees to members of the Board of ICA Gruppen AB: |
Board fees |
Committee work |
Total fees |
Claes Göran Sylvén | 1,025 | 150 | 1,175 |
Fredrik Hägglund | 425 | 75 | 500 |
Göran Blomberg | 425 | 85 | 510 |
Peter Berlin | 425 | 50 | 475 |
Magnus Moberg | 425 | 85 | 510 |
Bengt Kjell | 425 | 85 | 510 |
Cecilia Daun Wennborg | 425 | 208 | 633 |
Jan Olofsson | 425 | 50 | 475 |
Andrea Gisle Joosen | 425 | 75 | 500 |
Jeanette Jäger | 425 | 50 | 475 |
Totalt | 4,850 | 913 | 5,763 |
Fees to members of the Board of ICA Gruppen AB: |
Board fees |
Committee work |
Total fees |
Claes Göran Sylvén | 950 | 150 | 1,100 |
Fredrik Hägglund | 350 | 50 | 400 |
Göran Blomberg | 350 | 85 | 435 |
Peter Berlin | 350 | 50 | 400 |
Magnus Moberg | 350 | 85 | 435 |
Bengt Kjell | 350 | 85 | 435 |
Cecilia Daun Wennborg | 350 | 170 | 520 |
Jan Olofsson | 350 | 50 | 400 |
Andrea Gisle Joosen | 350 | 50 | 400 |
Jeanette Jäger | 350 | 50 | 400 |
Margot Wallström | - | - | - |
Total: | 4,100 | 825 | 4,925 |
Fees to members of the Board of ICA Gruppen AB: |
Board fees |
Committee work |
Total fees |
Claes Göran Sylvén | 900 | 150 | 1050 |
Fredrik Hägglund | 320 | 50 | 370 |
Göran Blomberg | 320 | 85 | 405 |
Peter Berlin | 320 | 50 | 370 |
Magnus Moberg | 320 | 85 | 405 |
Bengt Kjell | 320 | 85 | 405 |
Cecilia Daun Wennborg | 320 | 170 | 490 |
Jan Olofsson | 320 | 50 | 370 |
Andrea Gisle Joosen | 320 | 50 | 370 |
Margot Wallström | 320 | 50 | 370 |
Total: | 3,780 | 825 | 4,605 |
Fees to members of the Board of ICA Gruppen AB: |
Board fees |
Committee work |
Total fees |
Claes Göran Sylvén | 850 | 150 | 1,000 |
Fredrik Hägglund | 300 | 50 | 350 |
Göran Blomberg | 300 | 75 | 375 |
Peter Berlin | 300 | 50 | 350 |
Magnus Moberg | 300 | 75 | 375 |
Bengt Kjell | 300 | 75 | 375 |
Cecilia Daun Wennborg | 300 | 150 | 450 |
Jan Olofsson | 300 | 50 | 350 |
Andrea Gisle Joosen | 300 | 50 | 350 |
Margot Wallström | 300 | 50 | 350 |
Total: | 3,550 | 775 | 4,325 |
Fees to members of the Board of ICA Gruppen AB: |
Board fees |
Committee work |
Total fees |
Hannu Ryöppönen | 275 | - | 275 |
Anders Fredriksson | 330 | 25 | 355 |
Cecilia Daun Wennborg | 220 | 75 | 295 |
Peter Berlin | 220 | 25 | 245 |
Magnus Moberg | 220 | 25 | 245 |
Jan Olofsson | 220 | 25 | 245 |
Andrea Gisle Joosen | 220 | 25 | 245 |
Total: | 1,705 | 200 | 1,905 |