Governance at Essity

1. Shares and shareholders

Essity has engaged Euroclear Sweden AB to maintain the company’s shareholders’ register. On December 31, 2020, Essity had 108,856 shareholders according to the shareholders’ register. The five largest shareholders in terms of voting rights on this date were AB Industrivärden (29.3%), AMF Insurance and Funds (7.3%), Norges Bank Investment Management (6.8%), MFS Investment Management (2.7%) and Swedbank Robur Funds (2.1%). Essity has two listed classes of shares: Class A and Class B shares. Every Class A share represents ten votes while every Class B share represents one vote. There are no other restrictions relating to voting rights in respect of shares used by shareholders at the general shareholders meeting. The two share classes carry the same entitlement to the company’s assets and profits. Furthermore, according to the Articles of Association, owners of Class A shares are entitled to request conversion of their Class A shares to Class B shares. Essity holds no treasury shares.

2. General shareholder meeting

The general shareholder meeting is Essity’s highest decision-making body, which all of the company’s shareholders are entitled to attend, to have a matter considered and to vote for all shares held by the shareholder. The company’s Board of Directors and auditor are elected at the Annual General Meeting (AGM). The AGM also resolves on the remuneration of the Board members, determines guidelines for the remuneration of senior executives and, as of the 2021 AGM, approves the Board’s annual remuneration report.

3. Nomination Committee

Shareholders appoint members of the Nomination Committee at the AGM, or stipulate how the members shall be appointed. The Nomination Committee represents the company’s shareholders. A majority of the members shall be independent of the company and corporate management. The President and other members of corporate management may not be a member of the Nomination Committee. The main duty of the Nomination Committee is to prepare and present proposals for the AGM’s resolutions with respect to election and remuneration matters.

4. External auditors

The company’s auditor is elected at the AGM and is responsible for reviewing Essity’s annual report and consolidated financial statements and the Board’s and President’s administration. The auditor conducts a limited review of the company’s sustainability report. The auditor submits audit reports from this review. The auditor also submits a statement concerning compliance with the company’s guidelines for remuneration of senior executives. The audit is performed in accordance with the Swedish Companies Act, International Standards on Auditing (ISA) and generally accepted auditing principles in Sweden.

5. Board of Directors

The Board of Directors has overall responsibility for the Company’s organization and administration. This responsibility is fulfilled, inter alia, through regular monitoring of the business and by ensuring the appropriateness of the organization, including the management team, and by issuing guidelines and reporting from internal control. The Board approves strategies and targets, and decides on major investments, acquisitions and divestments of operations, among other matters. Furthermore, the Board annually prepares a report on the remuneration that has been paid or is pending payment in accordance with the remuneration guidelines decided by the AGM. The Board of Directors comprises nine members elected by the shareholders at the 2020 AGM. According to the Articles of Association, the Board of Directors is to consist of not less than three and not more than twelve members elected by the AGM. The Board of Directors also includes three employee representatives with deputies, who are appointed by the respective employee organizations under Swedish law.

Essity’s Articles of Association contain no provisions regarding appointment or dismissal of Board members or amendments to the Articles. The general shareholder meeting has not delegated to the Board to resolve to issue new shares or to repurchase own shares.

Chairman of the Board

The Chairman of the Board leads the work of the Board and is responsible for ensuring that it is effectively organized and that work is efficiently conducted. This includes continuous monitoring by the Chairman of the company’s operations in close dialogue with the President and ensuring that other Board members receive information and decision data that will enable high-quality discussion and decisions by the Board. The Chairman leads the assessment of the Board’s and the President’s work. The Chairman also represents the company in ownership matters.

6. Audit Committee

The role of the Audit Committee is to monitor the company’s financial reporting and provide recommendations and proposals to ensure the reliability of reporting. With regard to the financial reporting, the Committee overseas the effectiveness of the company’s internal control, internal audit and risk management. The Audit Committee keeps itself continuously informed about the audit of the annual report and consolidated financial statements and where applicable about the conclusions of the quality control by the Swedish Inspectorate of Auditors concerning the company’s external auditor. The Committee receives and addresses the supplementary report to the audit report concerning the conducted audit that the auditor submits in accordance with the EU Audit Regulation. The Audit Committee informs the Board of its observations and the results of the audit. The Audit Committee also examines and monitors the impartiality and independence of the auditor. In respect to this, particular attention is paid to whether the auditor is providing the company with services other than auditing services. The Committee also assesses the work of the auditor and provides proposals to the company’s Nomination Committee concerning the appointment of auditor for the following mandate period. Members of the Audit Committee are not employed by the company and at least one member has accounting or auditing expertise.

7. Remuneration Committee

The Remuneration Committee drafts the Board’s motions on issues relating to remuneration principles, remuneration and other terms and conditions of employment for the President and is authorized to make decisions in these matters for the company’s other senior executives. The Committee monitors and assesses programs for variable remuneration, the application of the AGM’s resolution on guidelines for remuneration of senior executives and evaluates the applicable remuneration structure and remuneration levels in the Group. The Remuneration Committee also prepares the annual remuneration report.

8. Internal audit

The internal audit assists the Group in improving and protecting the organization’s value through a risk-based, independent and objective assurance and consultancy services. The internal audit reports to the Audit Committee and the Board in relation to internal audit issues. The internal auditors are geographically located throughout the world where Essity conducts operations. The internal audit examines, among other aspects, Essity’s internal processes for sales, sourcing, financial reporting, IT systems, information security, HR issues, sustainability, various types of projects and compliance with Essity’s internal rules, including the company’s Code of Conduct. The internal audit also provides investigations and consultancy services in connection with internal control matters and risk management.

9. President and Executive Management Team

Essity’s President and CEO is responsible for and manages the day-to-day administration of the Group and follows the Board’s guidelines and instructions. The President and CEO is supported by the Executive Management Team, the work of which he leads. The Executive Management Team comprises the President, four Group Function Senior Vice Presidents, four Business Unit Presidents and the Presidents of the three global units. The working procedures for the Board of Directors and terms of reference issued by the Board of Directors to the President detail, for example, the division of work between the Board and President. In consultation with the Chairman and Secretary of the Board, the President prepares documentation and decision data for the Board’s work.

10. Business units and global units:

Business units:

• Consumer Goods, markets and sells products in the categories of consumer tissue, baby care and feminine care in Europe, the Middle East and Africa.
• Health and Medical Solutions, markets and sells products in the categories of incontinence products in Europe, North America, the Middle East and Africa and produces, markets and sells products in medical solutions in Asia, Europe, North America, the Middle East and Africa.
• Latin America, markets and sells products in the categories of consumer tissue, baby care, incontinence products, medical solutions, feminine care and professional hygiene in Latin America.
• Professional Hygiene, markets and sells complete hygiene solutions to its business area’s customer segments in Europe, North America, the Middle East and Africa.

Global units:

• Global Brand, Innovation and Sustainability has global responsibility for customer and consumer brands, innovation and sustainability and public affairs.
• Global Manufacturing has global responsibility for production and technology concerning all product categories with the exception of medical solutions.
• Global Operational Services has global responsibility for sourcing, logistics, business services, IT and digitalization.

Essity’s business units and global units adhere to the principle of distinct decentralization of responsibility and authority. The business units and the global units have a delegated responsibility for managing and developing their respective operations through established objectives and strategies, a process that is also centrally coordinated. The business units are responsible for their operating results, capital and cash flow. The business and earnings position is followed up by the entire Executive Management Team on a monthly basis. Each quarter, business review meetings are conducted during which the management of each business unit personally meets with the President and the CFO. These meetings function as a complement to the daily monitoring of operations. Through working procedures and terms of reference, a number of issues of material significance are placed under the control of the CEO and the company’s Board of Directors. Essity reports its operations according to three business areas: Personal Care, Consumer Tissue and Professional Hygiene.

11. Group functions

Essity has four Group functions: Communications, Finance, HR and Legal Affairs. These functions have Group-wide responsibility for matters within their respective fields of responsibility, and coordinate with the corresponding functions in the respective business area.