Board of Directors

The Board has overall responsibility for Castellum’s strategy and organisation 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. The shareholders elect the Board members at the AGM and hold office for the period until the conclusion of the first AGM following their appointment. For 2020, the Board consisted of eight 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 programme 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.

 

 

 

 

Meeting attendance

 

 

Board members

 

Remuneration, KSEK

 

Board of Directors1)

 

People Committee

 

Audit and Finance Committee

 

Independent

Charlotte Strömberg

 

1,215

 

21 of 21

 

4 of 4

 

4 of 4

 

Yes

Per Berggren

 

500

 

21 of 21

 

4 of 4

 

 

 

Yes

Anna-Karin Hatt

 

500

 

19 of 21

 

4 of 4

 

 

 

Yes

Christer Jacobson

 

425

 

21 of 21

 

 

 

 

 

Yes

Christina Karlsson Kazeem

 

425

 

20 of 21

 

 

 

 

 

Yes

Nina Linander

 

625

 

21 of 21

 

 

 

4 of 4

 

Yes

Zdravko Markovski

 

525

 

19 of 19

 

 

 

3 of 3

 

Yes

Joacim Sjöberg

 

425

 

18 of 19

 

 

 

 

 

Yes

1.

The large number of Board meetings should be viewed in the light of the ongoing coronavirus pandemic and a high level of activity on the transaction market.

Board of Directors

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 People 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: Deputy Chairman of the Board of Sofina S.A. Board member at Clas Ohlson AB (publ), Kinnevik AB (publ), Lindéngruppen and Accretiv AB. Alternate Board member of Phare AB. Member of the Swedish Securities Council.

Shareholding: 19,800

Per Berggren

Board member since 2007

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

Board member of Castellum, member of the People 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

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, member of the People 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: Chairman of the Board of Svensk Kooperation, and Board member of ICC Service AB and Business Sweden.

Shareholding: 1,325

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 and GreenGoldGroup AB.

Shareholding: 35,429

Christina Karlsson Kazeem

Board member since 2016

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

Board member of Castellum.

Previous positions: Chairman of the Board of Tomorrow China, part of the H&H Communication Group. 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 and Millimeter Arkitekter AB.

Shareholding: 350

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 Telia Company AB (publ), Suominen Corporation and Swedavia AB (publ).

Shareholding: 12,000

Zdravko Markovski

Board member since 2020

Born 1964, Master of Science in Engineering from KTH Royal Institute of Technology.

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

Previous positions: Board member of Backastad AB and BackastadProjekt AB (Backahill Group), President and CEO of Svevia AB, several executive positions in the JM Group and Board member of Sveriges Byggindustrier in the Confederation of Swedish Enterprise.

Board assignments: Member of Besqab AB (publ) and ZM & Co AB.

Shareholding: 2,000

Joacim Sjöberg

Board member since 2020

Born 1964, LL.B. from Stockholm University.

Board member of Castellum.

Previous positions: Managerial roles at Jones Lang LaSalle, Swedbank, Öhman Fondkommission, HSH Nordbank, Alfred Berg Fondkommission and Enskilda Securities. Lawyer at Mannheimer Swartling Advokatbyrå. Chairman of the Board of Beijerinvest Aktiebolag, Räckesbutiken Sweden AB, Centro Kakel & Klinker AB, JLL Transaction Services AB and Tendium Holding AB, and Board member of JLL Capital Markets AB and G&L Beijer Import och export AB.

Board assignments: Chairman of the Board of Moonlighting Industries AB. CEO and Board member of Valhalla Corporate Advisor AB, Board member of Wästbygg Gruppen AB (publ) and KlaraBo Sverige AB.

Shareholding: 1,000

Johan Ljungberg

Lawyer

Mannheimer Swartling Advokatbyrå; Secretary of the Board.
 
 

The information above refers to the situation at the end of December 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 CEO has no material holdings or partnerships in companies that Castellum has significant business connections with.
 
 

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, preparing and monitoring 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.
  • Review of the auditors’ conclusions from the audit and the Auditor’s 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 to Castellum’s organisation and operations.
  • 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 below.

The Board’s year

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

  • 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
  • MARCH

    BOARD MEETING
    • Preparations for the AGM
    BOARD MEETING FOLLOWING ELECTION
    • Authorised signatory appointed
    • Composition of the committees decided
    ANNUAL GENERAL MEETING
  • APRIL

    BOARD MEETING
    • Q1 interim report
    • Decision log
    • Monitoring investments and letting 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
    PEOPLE COMMITTEE
    • Review of incentive plans
    • 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
  • 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 letting plans
  • NOVEMBER

    PEOPLE 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

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 People Committee. The Committees prepare and produce recommendations to the Board on various matters. Members of the Committees are appointed yearly by the Board of Directors. The Chairman of the People 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.

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 2020

Castellum’s Board held 21 meetings in 2020, 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 Group Management.

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

Routine matters the Board addressed in 2020 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 organisational 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. The Board’s activities in 2020, apart from the aforementioned routine matters, focused on initiatives linked to the ongoing coronavirus pandemic, oriented in particular on contingency plans, and initiatives on Castellum’s resistance to the effects of the pandemic, as well as monitoring tenants’ financial positions and credit issues. The Board continued work on shifting the asset portfolio, based in part on a quality perspective and in part on greater density, and with a clearer orientation on Nordic growth cities, where significant strides have been made in countries including Finland. The Board also continued to invest time and energy into initiatives around the project development process, as well as in issues concerning innovation and technology-based business development, climate initiatives, efficiency enhancement measures and issues concerning succession and recruitment, as well as risk management. In the final quarter of 2020, the activities of the Board focused largely on public takeover bids that were submitted to the Norwegian property company Entra ASA.

In the autumn of 2020, the Board assessed its work through an internal evaluation based on the report produced by the external consultant who assisted in the comprehensive Board assessment conducted in autumn 2019. 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.