Board of Directors

The shareholders appoint the Board at the AGM. The Board has overall responsibility for Castellum’s strategy and organization and manages Castellum’s business on behalf of the shareholders. Under the Articles of Association, Castellum’s Board is to consist of no less than four and no more than eight members. Board members are elected at the AGM and hold office for the period until the conclusion of the first AGM following their appointment. For 2019, the Board consisted of seven members. The Board works in accordance with established rules of procedure containing instructions on the allocation of work between the Board and the CEO. No Board member is entitled to remuneration upon their assignment coming to an end.

New Board members receive an introduction to the company and its operations and undergo the stock exchange’s training program for board members of listed companies. Subsequently, the Board continually receives information on subjects including changes to regulations, issues that concern operations and the Board’s responsibility in a listed company.

The rules of the Companies Act apply to Board decisions, meaning that both more than half of the members in attendance and more than one third of the total number of members must vote for a decision. In the event of a split vote, the Chairman has the deciding vote.

The Board’s work is governed by documents including the Swedish Companies Act, the Articles of Association, the Code and the Board’s rules of procedure.

Charlotte Strömberg (Picture)

Charlotte Strömberg

Chairman of the Board since 2012

Born 1959, Master of Business Administration and Economics, Stockholm School of Economics.

Chairman of the Board of Castellum, Chairman of the Remuneration Committee and member of the Audit and Finance Committee.

Previous positions: CEO for Nordic business at Jones Lang LaSalle, executive positions in investment banking at Carnegie Investment Bank and Alfred Berg (ABN AMRO).

Board assignments: Board member at Clas Ohlson AB (publ), Kinnevik AB (publ), Sofina S.A. and Skanska AB (publ). Member of the Swedish Securities Council.

Shareholding: 17,000

Per Berggren (Icon)

Per Berggren

Board member since 2007

Born 1959, Master of Science KTH and economic education from Stockholm University.

Board member of Castellum and member of the Remuneration Committee.

Previous positions: CEO of Hemsö Fastighets AB, CEO of Jernhusen AB, Division Manager of Fabege AB (publ), CEO of Drott Kontor AB and Property Manager at Skanska Fastigheter Stockholm AB.

Board assignments: Board member of Fasticon Kompetens Holding AB, Slättö Förvaltning AB and SSM Holding AB.

Shareholding: 4,500

Anna Karin Hatt (Icon)

Anna Karin Hatt

Board member since 2015

Born 1972, degree in political science from the University of Gothenburg. President and CEO of the Federation of Swedish Farmers (LRF).

Board member of Castellum and member of the Remuneration Committee.

Previous positions: CEO of Almega AB; Minister for Information Technology and Energy in the Swedish government; State Secretary at the Prime Minister’s office; second deputy Chairman of the Centre Party and Chief of Staff of the Centre Party’s executive staff; CEO of Didaktus Skolor AB, deputy CEO of Kind & Partners AB.

Board assignments: Board member of Business Sweden and National Board member of ICC Sweden; Chairman of the Board of LRF Media and of Svensk Kooperation.

Shareholding: 1,325

Christer Jacobson (Icon)

Christer Jacobson

Board member since 2006

Born 1946, Master of Business Administration and Economics from the Stockholm School of Economics. Own operations in Bergsrådet Kapital AB.

Board member of Castellum.

Previous positions: Stock commentator and market manager at Affärsvärlden and Head of Analysis and CEO of the Alfred Berg group.

Board assignments: Board member of Global Challenges Foundation.

Shareholding: 35,429

Christina Karlsson Kazeem (Picture)

Christina Karlsson Kazeem

Board member since 2016

Born 1965, Master of Science in Engineering from KTH Royal Institute of Technology. CEO of Ettelva Arkitekter.

Board member of Castellum.

Previous positions: Chairman of the Board of Tomorrow China, H&H Group. CEO of Hilanders AB. Board member of Tempest Security AB (publ). Communication Manager at Niscayah Group and executive positions at Razorfish AB and Creuna AB. Worked with city planning and development at the City of Stockholm Property Management Administration.

Board assignments: Chairman of the Board of Creador AB.

Shareholding: 350

Nina Linander (Picture)

Nina Linander

Board member since 2014

Born 1959, Master of Business Administration and Economics from the Stockholm School of Economics and MBA from the International Institute for Management Development, Lausanne, Switzerland.

Board member of Castellum and Chairman of the Audit and Finance Committee.

Previous positions: Founder and partner of Stanton Chase International AB, Group Treasurer at AB Electrolux (publ), executive positions at Vattenfall AB, various positions in corporate finance at various investment banks in London.

Board assignments: Chairman of the Board of Awa Holding AB and GreenIron H2 AB. Board member of Industrivärden AB (publ) (retiring), Telia Company AB (publ), Suominen Corporation (proposed as new member) and Swedavia AB (publ) (proposed as new member).

Shareholding: 12,000

Johan Skoglund (Picture)

Johan Skoglund

Board member since 2010

Born 1962, Master of Science KTH Royal Institute of Technology and Master of Science program, Stockholm School of Business. President and CEO of JM AB (publ).

Board member of Castellum, member of the Audit and Finance Committee.

Previous positions: Employed in various positions at JM AB (publ) since 1986.

Board assignments: Board member of Mentor Sverige and the Confederation of Swedish Enterprise.

Shareholding: 5,000

Johan Ljungberg, lawyer, Mannheimer Swartling Advokatbyrå, is the Secretary of the Board.

The information above refers to the situation at the end of January 2020. Shareholdings include member’s own holdings and those of spouses, minors and children living at home, holdings of associated companies and holdings through capital insurance.

The Board’s year

apart from permanent issues such as business conditions, future outlooks, investments, sales, financing, reporting from the chairmen of the respective committees regarding committee work, work environment issues, customer-related issues and incident reporting.

Click on the months in the wheel to explore the Board’s year

The Board’s
year

January

Board Meeting
  • Net income for the year
  • Annual Report incl. Sustainability Report
  • Documents for the AGM
  • Proposed appropriation of profits
  • Review of the auditors’ conclusions from the audit
  • Individual meeting, auditors
Audit and Finance Committee
  • Financial position
  • Review with auditors of year-end audit
  • Audit plan
  • Incident reporting, Whistleblower
  • Review of disputes
  • Evaluation of Committee work

February

 

March

Board Meeting
  • Preparations for the AGM
Board Meeting following election
  • Authorized signatory appointed
  • Composition of the committees decided
Annual General Meeting

April

Board Meeting
  • Q1 interim report
  • Decision log
  • Monitoring investments and leasing plans
  • Rules of procedure and policy documents adopted

May

Audit and Finance Committee
  • Financial position
  • Risk management
  • Internal control
  • Incident reporting, Whistleblower
  • Evaluation of audit work
  • Review and evaluation of strategic objectives
  • Procurement of audit
Remuneration Committee
  • Review of incentive programs
  • Review of remuneration policies for senior executives

June

Board Meeting
  • Strategy review
  • Review of operational risks in the business and financial risks

July

Board Meeting
  • Q2 interim report
  • Review of the audit of the half-year report

August

 

September

Audit and Finance Committee
  • Financial position
  • Review of financial reporting process
  • Review of policy compliance
  • Incident reporting, Whistleblower
  • Recommendation for election of auditor to the Nomination Committee

October

Board Meeting
  • Q3 interim report
  • Decision log
  • Insurance review
  • Monitoring investments and leasing plans

November

Remuneration Committee
  • Guidelines, remuneration principles
  • Preparing incentive outcome
  • Preparing CEO evaluation
Audit and Finance Committee
  • Financial position
  • Review of financial reporting
  • Incident reporting, Whistleblower
  • Review of changed regulations
  • Discussions with the auditors about the audit of the quarterly report and internal control

December

Board Meeting
  • Budget
  • Evaluation of the Board and CEO

Responsibility of the Board

According to the Swedish Companies Act and the Board of Directors’ rules of procedure, the Board is responsible for:

  • preparing business decisions and supporting management;
  • developing and monitoring the Company’s overall strategies;
  • outlining overall, long-term strategies and objectives, budgets and business plans;
  • establishing guidelines to ensure that the Company’s operations create value over the long term;
  • reviewing and approving the accounts;
  • reviewing the auditors’ conclusions from the audit and auditor’s report and the way in which the audit promoted the reliability of the financial reporting, and reviewing the auditors’ limited assurance report from the half-year report;
  • taking decisions on issues concerning investments and sales;
  • capital structure, dividend policy and decisions on financing;
  • developing the Group’s policies;
  • ensuring that there are control systems for monitoring compliance with policies and guidelines;
  • ensuring that there are systems for monitoring and controlling the Company’s operations and risks, which also include climate-related risks and opportunities;
  • significant changes in Castellum’s organization and operations; and
  • appointing the Company’s Chief Executive Officer and setting the CEO’s salary and other benefits.

Each member is to act independently and with integrity, and to look after the interests of the Company and all shareholders. The experiences of the Board members as part of the work of the Board is covered by confidentiality.

A description of the Board’s work year is presented in Board of Directors.

Board of Directors’ rules of procedure

The Board of Directors establishes rules of procedure for Board work every year. The rules of procedure describe the work of the Board and the allocation of responsibility between the Board and the CEO. The rules of procedure also indicate which topics should be covered at each Board meeting, and provide instructions regarding financial reporting to the Board of Directors.

The rules of procedure also prescribe that the Board is to have an Audit and Finance Committee as well as a Remuneration Committee. The Committees prepare and produce recommendations to the Board on various matters. Members of the Committees are appointed yearly. The Chairman of the Remuneration Committee is to be the Chairman of the Board of Directors, whereas the Chairman of the Audit and Finance Committee must not be the Chairman of the Board but another Board member appointed by the Board.

Chairman of the Board

The Chairman of the Board of Directors is responsible for ensuring that Board members regularly receive, through the agency of the CEO, the information required to monitor the Company’s financial position, earnings, liquidity, financial planning and development. The Chairman of the Board is also obliged to carry out decisions made by the AGM regarding establishment of a Nomination Committee, and to participate in its work.

The work of the Board in 2019

Castellum’s Board held 13 meetings in 2019, of which one was the Board meeting following election. According to the prevailing rules of procedure, the Board is to hold at least seven scheduled Board meetings per calendar year, of which one is a Board meeting following election.

The Board meetings are held in connection with the Company’s financial reporting: annual accounts, proposals for appropriation of profits, and issues in connection with the AGM are covered in January; interim reports in April, July and October; strategy in June and the budget for the coming year in December.

At each of the scheduled Board meetings, matters of significance for the company such as investments, sales of properties and financing, are covered. Further, the Board is informed of the current business situation in both the rental and property markets and the credit and stock markets. Issues concerning work environment, incident reports and customer-related questions are addressed regularly by the Board, and each Board meeting normally concludes with an executive session, without the presence of Executive Management.

The Board also holds meetings with the auditors without the presence of corporate management.

Routine matters the Board addressed in 2019 further include Company-wide policies, the overall strategy plan, the Board’s rules of procedure, capital structure and financing needs, sustainability initiatives, operational model and organizational issues as well as the Company’s insurance situation.

In addition, the Board devoted several meetings to enhancing their knowledge of operations through themed meetings and visits to operations. Beyond the routine matters above, the work of the Board in 2019 focused on shifting Castellum’s property portfolio based on a quality perspective and towards higher density with an even clearer orientation on growth cities in the Nordic region. A larger, more complex development portfolio meant that the Board has put time and energy into developing the project development process and project leasing. During the year, the Board also worked on United Spaces, Castellum’s co-working offering, as well as on innovation issues and technology-based business development. As for the rest, issues such as sustainability, efficiency enhancement measures, succession and recruitment issues and risk management were addressed in the boardroom. The customer experience was in focus as regards most issues that crossed the Board of Directors’ desks in 2019.

In the autumn of 2019, the Board assessed its work using the same external consultant who assisted in the comprehensive Board evaluation conducted in the autumn of 2017. The evaluation indicated an open and constructive Board climate and a decision-making process that functions well.

The evaluation has been presented and submitted to the Nomination Committee and was discussed by the Board. Topics reviewed in the evaluation include working climate, forms of work concerning the business process, crisis management, strategic issues, monitoring and control systems, access to – and the need for – particular Board competence, order of succession, morals, ethics and communication.

The evaluation and subsequent Board discussion serve as a basis for the ongoing development of the Board’s work methods and ensure that the Board can take decisions that are as well-informed as possible.

The Board evaluation complies with the guidelines for board evaluations in the Code.

No compensation other than remuneration for Board work and Committee work has been paid.

 

 

 

 

Meeting attendance

 

 

Board members

 

Remuner­ation, KSEK

 

Board of Directors

 

Remuner­ation Committee

 

Audit and Finance Committee

 

Indepen­dent

Charlotte Strömberg

 

1,110

 

13 of 13

 

4 of 4

 

4 of 4

 

Yes

Per Berggren

 

460

 

13 of 13

 

4 of 4

 

 

Yes

Anna-Karin Hatt

 

460

 

11 of 13

 

4 of 4

 

 

Yes

Christer Jacobson

 

410

 

13 of 13

 

 

 

Yes

Christina Karlsson Kazeem

 

410

 

13 of 13

 

 

 

Yes

Nina Linander

 

560

 

13 of 13

 

 

4 of 4

 

Yes

Johan Skoglund

 

485

 

13 of 13

 

 

3 of 4

 

Yes

Board work in 2019

The Board’s main tasks are to act as a control body and as support for Executive Management. Acting as a control body means ensuring that Castellum acts responsibly and sustainably over the long term, and that operations are conducted efficiently in accordance with laws, regulations and best practices.
During the year, the Board focused primarily on:

Focus Areas

  • As a result of the acquisition of the co-working company United Spaces, Castellum gained access to an arena in which new services can be tested with existing customers. Agile development work can thus be carried out in the new Services customer offering area, defined in the three-year strategy plan that the Board decided on during the year. The results of the service development will also benefit traditional tenants. This is why the Board was involved during the year in the production of a strategy for innovation, and went further in-depth into business development.

  • The project development portfolio has increased in both scope and complexity, which is why the Board has focused on developing the project development process and project leasing. In this regard, the Board went on field visits to the company’s major development areas such as the Nyhamnen district in Malmö, where Castellum is building properties for E.On and the Swedish National Courts Administration, and to Säve airport with its extensive project opportunities.

  • The Board has devoted a great deal of attention to the business environment and to Castellum’s positioning from a longer perspective, studying changed customer needs, patterns and preferences. Increased e-commerce has an impact on the logistics business and the market’s need for and interest in sustainable transportation and mobility. Castellum’s development of smart control and innovative technology – electrified transportation and cross-loading using drone technology, for example – is a strategy for staying at the leading edge and taking advantage of change. During the year, the Board also supported and encouraged Castellum’s management in a dialogue concerning the customer concept and what a shift from B2C via B2B2C to B2C could mean for the company’s future offerings.