Lifco AB

At the Lifco AB general meeting on 28 April 2023, Folketrygdfondet, manager of the Government Pension Fund Norway, voted against items 15.05, 15.09, 17, and 18 for the following reason:

Item 15.05: Election of Erik Gabrielson to the board of directors

In Folketrygdfondet’s view, board members should not undertake assignments for the company outside of their duties to the board. Folketrygdfondet’s concern is that such assignments may negatively affect the board member’s independence and ability to perform his or her supervisory functions properly. Erik Gabrielson is a partner in a law firm that received SEK 4 million in fees from Lifco AB during the past fiscal year. For this reason, Folketrygdfondet voted against item 15.05.

Item 15.09: Elect CEO Per Waldemarson as a board member

Folketrygdfondet opposes the election of the CEO to the board of directors as a matter of principle. One of the board’s main tasks is the supervision of company management, which includes appointment and dismissal of the CEO. Folketrygdfondet considers that board members can only supervise company management adequately if they are not recruited from among management. For this reason, we voted against item 15.09.

Item 17: Approval of nomination committee guidelines

Folketrygdfondet voted against this item due to insufficient nomination committee independence from the board of directors. The nomination committee’s independence is important to ensure shareholder confidence in the nomination committee’s process and recommendation. A clear separation between the respective rolls of the nomination committee and the board is necessary for the nomination committee’s work.

Item 18: Remuneration Report

Folketrygdfondet takes a positive view of incentive programs that are targeted and performance-based. Incentive programs should secure value creation for shareholders over the long term. We expect that the board structures programs in a manner that is simple and clear, includes a maximum cap, and a scope that is not unreasonable. As the description of the Lifco AB remuneration program omits central details about the variable remuneration performance targets, Folketrygdfondet is of the view that the proposal can therefore involve an excessive transfer of value from the shareholders to company employees.