Structure for corporate governance

Peab’s structure for corporate governance, presented below, outlines the hierarchy from shareholders to business area management. This includes Peab’s committees and executive management’s forums, which are key to Peab’s governance and reporting framework. Their responsibility includes monitoring and managing risks and opportunities as well as the consequences of sustainability-related aspects in their respective areas.

Shareholders in Peab – an active owner function

Shareholder influence forms the foundation of Peab’s governance structure, directly affecting leadership and decision-making processes.

Per December 31, 2024, Ekhaga Utveckling AB is the largest owner with a capital share of 21.6 percent and 49.0 percent voting rights. AB Axel Granlund follows with a capital share of 6.8 percent and 5.5 percent of votes and thereafter Mats and Fredrik Paulsson with families, holding 5.5 percent of the capital share and 11.2 percent of votes. Thereafter in descending order are Peab’s Profit-Sharing Foundation with 4.7 percent of the capital, Vanguard with 2.4 percent, Dimensional Fund Advisors with 2.1 percent, Kamprad Family Foundation with 1.6 percent, Handelsbanken Fonder with 1.5 percent and Cicero Fonder with1.5 of the capital.

General meeting of shareholders

The General Meeting of Shareholders is Peab’s highest decision-making body. It is a forum where Peab shareholders exercise their decision-making right in accordance with The Swedish Companies Act and the company’s Articles of Association. At the General Meeting of Shareholders, the shareholders make decisions on matters such as dividend distribution, changes in the Board of Directors and changes in the company’s Articles of Association. Each shareholder has the right to, either personally or through representation, exercise their voting right based on the number of shares owned. The General Meeting of Shareholders is held within six months after the end of the financial year and the annual General Meeting of Shareholders is called the Annual General Meeting (AGM).

AGM 2024

Peab’s AGM was held on May 6, 2024, in Grevie, Båstad Municipality. Shareholders could vote in the Annual General Meeting either personally, via proxy, or through postal voting in accordance with Peab’s Articles of Association. A total of 318 shareholders, representing 77 percent of the total number of votes in the company, participated. Of these, 137 participated in person and 181 via proxy at the AGM. Ten (10) shareholders exercised their right to vote through postal voting at the AGM some of which represented other shareholders as agents.

At the AGM 2024 the following decisions were adopted:

  • Re-election of all eight members of the Board. The AGM approved Board and committee remuneration according to the proposal by the Nomination Committee.
  • The income statement and balance sheets for the financial year 2023 were approved. The AGM decided on a dividend of SEK 1.50 with May 8, 2024, as the record date.
  • The members of the Board and executive management were discharged from liability for the 2023 financial year.
  • Ernst & Young AB was elected as the company’s accounting firm, with Jonas Svensson as the principal auditor.
  • The AGM adopted an updated version of “Principles for the appointment and instruction for the Nomination Committee in Peab AB (publ).” The change was that shareholder information would be extracted from Euroclear’s register on the final banking day in June, instead of August.
  • An adjusted Remuneration Policy was adopted to enhance the alignment between remuneration to senior officers, the company’s long-term financial performance, and sustainability targets.
  • The AGM approved the remuneration report for the financial year detailing the application of the Remuneration Policy and remuneration to senior officers.
  • The Board of Directors was authorized to, during the following year, decide on the issuance of new Class B shares as well as the acquisition and transfer of treasury shares. The aim is to adjust the company’s capital structure or finance future acquisitions. It was emphasized that the acquisition of treasury shares may not be used to support the share price.
  • The Performance Share Program 2024, which is offered to senior officers and key personnel in the Group, was approved. The purpose of the program is to incentivize long-term value creation within the company. The AGM also approved the transfer of previously repurchased shares to members in the program as part of its reward structure.

Voting at the AGM

All the Board of Directors’ proposals were approved by the AGM with the requisite majority, including decisions requiring a qualified majority of nine tenths (9/10).

The portion of deviating votes, which were exclusively postal votes, was less than one (1) percent of the total votes.

For further details and decisions from the AGM, please see the official minutes from Peab AB’s AGM 2024, https://peab.se/om-peab/bolagsinformation/affarsledning-styrelse-bolagsstyrning/bolagsstyrning

The Nomination Committee

The work of the Nomination Committee is governed by “Principles for the appointment and instruction for the Nomination Committee in Peab AB (publ),” which describes how the Nomination Committee should work and the criteria to be used when selecting candidates.

The Nomination Committee is mainly responsible for preparing proposals for Board members and remuneration to the Board of Directors and Board committees. The Nomination Committee also prepares proposals for auditors and remuneration to the auditors as well as proposes the Chairman of the Annual General Meeting. It should ensure a balanced composition of the Board of Directors in accordance with Peab’s Diversity Policy.

The Nomination Committee should also promote transparency and good corporate governance principles in Peab. The Nomination Committee’s motivation statement regarding nominations to the Board of Directors, including a report on the work of the Nomination Committee, is presented at the AGM that also decides on the Nomination Committee’s proposal.

The Nomination Committee’s work for the AGM 2025

The Nomination Committee consists of four members including the Chairman of the Board. The other three members represent the three largest shareholders according to their order in ownership and interest in appointing a member. Shareholder information is based on Euroclear Sweden AB’s shareholder register on the final banking day in June each year.

The Chairman of the Board contacted the largest shareholders to determine their interest in appointing a member of the Nomination Committee. If a shareholder declined, the next largest shareholder was offered the opportunity. Mats & Fredrik Paulsson with family, Peab’s Profit-Sharing Foundation, the Kamprad Family Foundation and Vanguard have all declined participation in the Nomination Committee for the AGM 2025. Due to owner changes among the largest shareholders Handelsbanken Fonder have become a larger shareholder than Cicero Fonder. Therefore, according to the Nomination Committee’s principles regarding owner changes, the representative from Cicero Funds has been replaced by a representative appointed by Handelsbanken Fonder. The overview below shows the composition of the Nomination Committee for the AGM 2025. After these changes members of the Nomination Committee together represent about 55.2 percent of the company’s total votes.

Member Appointed by
Anders Sundström Ekhaga Utveckling AB
Ulf Liljedahl AB Axel Granlund
Suzanne Sandler Handelsbanken Fonder
Anders Runevad, Chairman of the Board of Directors in Peab AB

The Nomination Committee chooses its chairman amongst themselves where the Chairman of the Board may not be chairman of the Nomination Committee. If there is a change in ownership a new major owner can replace an existing member. The composition of the Nomination Committee must meet the standards of The Code.

The Nomination Committee appointed Anders Sundström as Chairman of the Nomination Committee at its constitutive meeting.

Process for Board of Directors nominations

The Nomination Committee is responsible for proposing candidates for the Board of Directors. It establishes specific criteria for Board members, such as expertise, experience, and background. After establishing the criteria, the Nomination Committee begins the process of identifying Board member candidates. This can include both current Board members whose term is ending and new candidates. The candidates’ qualifications and background are reviewed through processes such as interviews and checking references. When the evaluation is completed the Nomination Committee presents its proposals for Board member nominations. At the AGM shareholders elect members of the Board of Directors and the Chairman of the Board.

Fulfilment of the Diversity Policy

The goal of Peab’s Diversity Policy is to ensure a diverse Board of Directors with breadth regarding experience, expertise, and background. The policy is consistent with the Swedish Code of Corporate Governance, point 4.1. As part of the policy a quantitative target was set in which each gender must represent at 40 percent of the Board of Directors.

The Nomination Committee realizes Peab’s Diversity Policy when nominating Board members to the AGM since this entails a thorough review of potential Board members’ qualifications to ensure that they meet the specified criteria.

The result of this process is that the Board of Directors continues to meet the established requirements for diversity and breadth. Half of the members of the current Board of Directors are female and half are male. The Nomination Committee has thereby fulfilled its mission to propose a Board of Directors that fulfils the policy.

Peab’s Diversity Policy

“The Board of Directors should have a composition appropriate for the company’s operations, phase of development and other relevant circumstances. Board members elected by the shareholders’ meeting should collectively exhibit diversity and breadth of qualifications, experience, and background. A balanced gender representation shall be strived for.”

Swedish Code of Corporate Governance, point 4.1.

Regarding gender balance, the objective is that the Board’s composition should reflect that each gender is represented by at least 40 percent.

Board of Directors

Peab’s Board of Directors is ultimately responsible for the company’s operations and is central to company management. According to Peab’s Articles of Association the Board of Directors must be made up of no fewer than five and no more than nine members in addition to the statutory employee representatives. The members of the Board of Directors are elected annually by the AGM.

It was decided at the 2024 AGM that the Board of Directors would consist of eight members. The following per­sons were elected as members of the Board of Directors, all reelected:

  • Karl-Axel Granlund
  • Magdalena Gerger
  • Liselott Kilaas
  • Kerstin Lindell
  • Fredrik Paulsson
  • Malin Persson
  • Anders Runevad
  • Lars Sköld

Anders Runevad was appointed Chairman of the Board by the AGM. In 2024 nine Board meetings were held, of which six were ordinary Board meetings (including the constitutional meeting) and two were additional Board meetings, one held per capsulam. Members of executive management have given reports at the Board meetings. The principal company auditor has been present at two ordinary Board meetings. Every Board meeting has contained an item on the agenda where the Board of Directors has been able to hold a discussion without the presence of a representative from Peab’s executive management.

The Board members elected by the shareholders receive remuneration for their work as Board member and, where applicable, as a committee member according to the decision made by the AGM. Remuneration to the Board of Directors is presented in note 9 in the Annual Report.

The following employee representatives were appointed by the employee unions at the 2024 AGM: Maria Doberck, Patrik Svensson, and Kim Thomsen (members), Peter Johansson and Cecilia Krusing (deputies).

The Board of Directors’ work during the year

The Board of Directors’ work follows the Rules of Procedure for the Board of Directors in Peab AB (publ). The program establishes that the Board of Directors’ primary responsibility is to manage Peab’s affairs in order to ensure a long-term good yield for its owners. As part of this work the Board of Directors should take into consideration the principles for sustainable development and the company’s responsibility to society, including matters regarding the environment, social responsibility, and business ethics. This entails adopting overarching targets and strategies, evaluating the CEO, adopting governance documents and ensuring efficient control systems for the business and its risks. In addition, the Board of Directors is responsible for ensuring that Peab’s external communication is transparent, correct, and reliable. The Board of Directors annually adopts the Rules of Procedure for the Board of Directors and instructions for the CEO and the Board’s committees, Peab’s Code of Conduct, the Supplier Code of Conduct, the Finance Policy, the Information Policy, the Policy for Internal Governance and Control and the Related Party Transactions Policy. The Board of Directors also decides on major acquisitions and investments that exceed certain predefined financial thresholds. The Chairman of the Board is responsible for ensuring that the Board of Directors works efficiently and fulfills its obligations.

Important initiatives addressed during the year included:

  • Strategic targets
  • Review of financial risks and sustainability-related risks, including the double materiality assessment
  • Annual review of codes and policies
  • AI/IT strategy
  • Climate Road Map to reach climate neutrality in 2045
  • Reinforcement of the Auditing Committee’s mandate with particular focus on sustainability reporting according to new requirements
  • Review and update of the Group’s succession plans
  • Renegotiation and extension of strategic loan agreements
  • Evaluation of the CEO’s work during the year

Succession planning

Peab has a strategic and long-term succession planning process, with the Board playing a key role in ensuring leadership continuity and effective transition management for the CEO and executive management. Succession planning is an integral part of Peab’s human capital strategy, with annual reviews conducted to maintain its relevance and alignment with business needs. Proposed updates to the succession plan are presented to the Remuneration Committee and the Board of Directors for approval.

This structured approach is designed to preserve institutional knowledge, mitigate leadership risks, and prepare the company for unforeseen events that may impact executive leadership.

Board oversight of internal governance and control

The Board of Directors continuously monitors and evaluates the efficiency in Peab’s structure for internal governance and control through the information that executive management and Board committees provide. Peab’s financial situation and financial position are reviewed at each ordinary Board meeting and reconciled with Peab’s financial and non-financial targets. Board members receive reports on Peab’s development before Board meetings. A corresponding review is made by executive management and business area management. Governance and control of financial reporting is evaluated at the first ordinary Board meeting after the conclusion of the financial year.

The Board of Directors has for the financial year 2024 assessed the need for an internal auditing function and concluded the established control structure in Peab provides adequate governance and control of the Group. At this time the establishment of a separate internal audit function is not deemed necessary.

Board meetings, attendance 2024

AGM elected members Independent in relation to the company and executive management Independent in relation to the major shareholders Attendance Board meetings Audit Committee Presence Audit Committee Remuneration Committee Presence Remuneration Committee Finance Committee Presence Finance Committee
Anders Runevad Yes Yes 9/9 C 2/2 C 7/7
Magdalena Gerger Yes Yes 9/9 M 5/5
Karl-Axel Granlund Yes Yes 9/9 M 2/2 M 7/7
Kerstin Lindell Yes Yes 8/9 M 4/5
Fredrik Paulsson No No 9/9 M 2/2 M 7/7
Malin Persson Yes Yes 9/9
Lars Sköld Yes Yes 9/9 C 5/5
Liselott Kilaas Yes Yes 7/9 M 5/5
Employee representatives
Maria Doberck, ordinary 9/9
Patrik Svensson, ordinary 9/9
Kim Thomsen, ordinary 9/9
Peter Johansson, deputy 8/9
Cecilia Krusing, deputy 8/9

 

C – Chairman   M – Member

Independence of Board members

Fredrik Pauls­son is not con­sid­ered in­de­pen­dent in re­la­tion to the com­pa­ny’s major share­hold­ers, nor in re­la­tion to the com­pa­ny and executive man­age­ment. The other seven mem­bers are all in­de­pen­dent in re­la­tion to Peab AB, its executive man­age­ment and the com­pa­ny’s major share­hold­ers. The Board of Di­rec­tors’ com­po­si­tion there­by meets the in­de­pen­den­cy re­quire­ment of the Code.

Board of Directors’ evaluation

The Board of Directors conducts a structured evaluation of its work on an annual basis to develop work forms and efficiency. The basis of the evaluation is a detailed inquiry produced by the Chairman of the Board which all the members and deputies answer. Regarding the evaluation of the Chairman of the Board, the Chairman of the Nomination Committee has approved the inquiry’s contents and compiled it. Most of the questions in the inquiry are repeated each year to make it possible for a comparison from one year to another but the questions are also updated, as necessary. The last two evaluations contained an in-depth focus on sustainability. As a complement to the inquiry the Chairman of the Board also held individual oral interviews with each Board member/deputy for deeper comprehension and development.

The results of the 2024 Board evaluation indicate that Board members have a strong understanding of Peab’s strategic targets, core values, and governance framework. The Board members’ broad experience and knowledge about sustainability was noted as valuable to Peab.

The results and insights from the Board of Directors evaluation were reported and discussed at a Board meeting and presented to the Nomination Committee.

Board Committees

The Board of Directors has established special Board committees to increase the efficiency and strengthen focus on specific areas in Board work as well as ensure good corporate governance. Committee members are appointed at the constitutive Board meeting for a one-year term. To ensure order and structure in committee work every committee is governed by detailed instructions. Included in the committees’ work is responsibility for overseeing sustainability-related impacts, risks, and opportunities within their sphere of responsibility. Matters dealt with in committee meetings are documented in meeting minutes and reported in the following ordinary Board meeting.

The Board of Directors has established the following committees:

The Audit Committee

The Audit Committee is composed of members selected after the AGM and constitutive Board meeting. The Committee for 2024 consisted of the following members:

  • Lars Sköld, Chairman
  • Magdalena Gerger
  • Kerstin Lindell
  • Liselott Kilaas
The Audit Committee’s responsibility and work

The Audit Committee’s primary responsibility is to monitor Peab’s financial and sustainability reporting as well as providing recommendations and suggestions to ensure the reliability of the reporting. The Committee also monitors the efficiency of the company’s internal controls, governance, and risk management.

As part of the Board of Directors’ responsibility for the upcoming sustainability legislation the Audit Committee’s work includes ensuring a holistic view of the business that comprises impacts, risks and opportunities linked to sustainability-related issues.

The Audit Committee also has an important role to play in keeping up to date on the audit of the annual and consolidated accounts and the Sustainability Report as well as the result of the Supervisory Board of Public Accountants’ quality control. It is responsible for informing the Board of Directors about the result of the audit and its contribution to the reliability of financial reporting as well as describing the Committee’s own function in this process.

Another function is to examine and monitor the company auditor’s impartiality and independence. This means being particularly vigilant regarding any other services besides auditing performed by the company auditor which can affect objectivity.

Finally, the Audit Committee also assists in preparing proposals to the AGM for the election of the auditor and leads the selection process when electing the auditor. This ensures that the election of the auditor is done in a considered and responsible manner.

Representatives of executive management give reports on relevant issues at Audit Committee meetings. The Audit Committee held five meetings in 2024. The external principal auditor participated in the relevant sections in all of these meetings. The Audit Committee regularly reports to the Board of Directors and its meetings are minuted and submitted to the Board of Directors.

In addition to the work mentioned above during the year the Audit Committee has also addressed:

  • Updated instructions for the Audit Committee that entail a clarification of its responsibility for sustainability matters. The Audit Committee’s role in sustainability corresponds to the role the Committee has in financial reporting.
  • The double materiality assessment.
  • The cybersecurity law.

The Finance Committee

The Finance Committee is composed of members selected after the AGM and constitutive Board meeting. The Committee for 2024 consisted of the following members:

  • Anders Runevad, Chairman
  • Karl-Axel Granlund
  • Fredrik Paulsson
The Finance Committee’s responsibility and work

The Finance Committee has the mandate to make decisions between ordinary Board meetings on matters such as currency management, interest rate strategies and investment positions, all in accordance with the Finance Policy established by the Board of Directors. Within the framework established by the Board of Directors the Finance Committee is also responsible for making decisions regarding specific company acquisitions, individual investments in property and tenders. The Finance Committee is also responsible for monitoring the company’s financial strategies taking sustainability into consideration. This entails ensuring that investments and financial decisions are in line with the company’s long-term sustainability targets. Representatives of executive management give reports on relevant issues at Finance Committee meetings.

The Finance Committee held seven meetings during 2024. The Finance Committee regularly reports to the Board of Directors.

During 2024 the Committee addressed issues such as major tenders, investments and divestments, strategic loan agreements and the financial development of the Group.

The Remuneration Committee

The Remuneration Committee is composed of members selected after the AGM and constitutive Board meeting. The Committee for 2024 consisted of the following members:

  • Anders Runevad, Chairman
  • Karl-Axel Granlund
  • Fredrik Paulsson
The Remuneration Committee’s responsibility and work

The Remuneration Committee prepares decisions by the Board of Directors concerning remuneration principles, remuneration and other employment terms for senior officers. It monitors and evaluates ongoing, and during the year terminated, programs for variable remuneration for senior officers. The Remuneration Committee also evaluates application of the Remuneration Policy established annually by the AGM as well as current remuneration structures and levels in the Group. In addition, the Remuneration Committee makes proposals to the Board of Directors regarding the CEO’s salary and other terms, according to the Remuneration Policy. The Remuneration Committee also decides the salaries and other terms for other senior officers based on proposals from the CEO. Representatives of executive management give reports on relevant issues at Remuneration Committee meetings.

The Remuneration Committee held three meetings in 2024. The Remuneration Committee regularly reports to the Board of Directors

Peab has sustainability targets in the bonus program for 2025 and they make up 34 percent of the total bonus target. This underlines our commitment to being a leader in social responsibility. The strategy includes promoting environmentally improved products and reuse as well as reducing the number of workplace accidents.

Remuneration to executive management

The 2024 AGM approved the Remuneration Policy for executive management. The Remuneration Policy is available on Peab’s website, www.peab.com. Information about salaries and other remuneration to the CEO and members of executive management can be found in note 9 in the Annual and Sustainability Report and on our website.

Incentive program

Currently Peab has a share or share-related incentive program. The 2024 AGM approved the proposal for the Performance Share Program 2024, which is a three-year incentive program that provides incentive for leading senior officers and key people in the Group to receive shares in Peab if certain targets that promote long-term value increases in the company are achieved.

Chief Executive Officer

The Board of Directors is responsible for appointing a chief executive officer (CEO) as well as for instructions regarding their work.

The CEO is responsible for Peab’s daily operations and thereby for ensuring that internal governance and control work is appropriately organized. This role entails managing investments in companies, personnel, finance, and treasury issues as well as maintaining contact with Peab’s stakeholders and the financial market. The CEO is responsible for ensuring that sustainability targets and performance is a key part of the evaluation of executive management’s work.

An important part of the CEO’s mission is to supply information and present proposals to the Board of Directors. The CEO has appointed an executive management team that assists in daily management and strategic decision-making processes in Peab.

External Auditors

Under Peab’s Articles of Association one or two auditors are elected by the AGM. At the AGM in 2024 Ernst & Young AB was reelected as the company auditor with the authorized public accountant Jonas Svensson as principal auditor until the end of the AGM 2025.

In addition to auditing, the auditor has only provided services for Peab in the form of accounting consultation and expertise in sustainability reporting.

Executive management

During 2024 executive management consisted of the President and CEO, the CFO, COO, CCO, CSO and the Business Area Managers of Construction, Civil Engineering and Project Development, in total eight persons. Business in business area Industry is run by the MDs of the major companies in the business area. These MDs report to a designated member of executive management.

Executive management adopts comprehensive goals and strategies for the business in the Group’s business plan.

Executive management meetings are held once a month and focus is on managing the business, monitoring the targets of the business plan, risk management and strategic matters.

Peab’s Board of Directors has also given executive management the overall responsibility for managing and monitoring the integration of sustainability work in the business. Heads of Group functions and other officers are called to attend meetings as needed.

Executive management is responsible for communicating to the organization in a relevant and easily understood manner Peab’s targets and risk levels as well as how internal governance and control should function.

Information about the President and CEO and other members of executive management is presented on page 224.

Business governance

According to the business plan for 2024 Peab works with three financial targets and six non-financial targets. The non-financial targets are Peab’s sustainability targets. The Group’s business plan is broken down and processed in the various business areas and companies that establish their own business plans.

An important part of corporate governance in Peab’s decentralized organization is the Group’s core values: Down-to-earth, Developing, Personal and Reliable. Peab’s Code of Conduct and many of the Group’s internal regulations and guidelines are built on these core values. Communication of, and education in, internal rules and guidelines is continuous and structured.

Executive management’s meetings during the year

In 2024 executive management held 12 scheduled meetings focused on updating operations, personnel issues, strategic targets, and sustainability matters, among them the Climate Road Map and the target of achieving climate neutrality by 2045. Sustainability risks were identified and assessed in the double materiality assessment, which was the basis for strategic decisions and measures to minimize climate impact. Financial and sustainability risks were reviewed, and the annual review of codes, policies and certain Group functions’ guidelines was conducted. Subjects such as AI, IT strategy and compliance with the NIS2 Directive were discussed to strengthen the company’s digital strategy.

Group functions

The Group functions support both executive management and operations in the business areas, strategically and in day­-to­-day operations. The functions are led by different members in executive management together with the CEO, CCO, CFO, COO and CSO. There are management teams that are responsible for managing, running, and developing Group functions.

Business area management

Group operations are run in four business areas: Construction, Civil Engineering, Industry and Project Development. The business areas Construction, Civil Engineering and Project Development have a management team led by the Business Area Manager and otherwise consist of operational managers and managers of support functions in the business areas. Operations in business area Industry are more diversified than the other business areas and are run by the MDs for the major companies in the business area who then report individually to an appointed member in executive management. The Business Area Managers and respective responsible MDs in business area Industry are responsible for running operations by delegating responsibility and authorizations. They are responsible for ensuring that their business units in the Group maintain good internal control and work according to Peab’s established policies as well as other adopted documents, processes, and tools.

Function for corporate governance and compliance

The function for corporate governance and compliance reports directly to the CEO. Its primary task is to ensure Peab’s compliance with applicable laws and regulations. This work is achieved by, for example, providing and holding courses on relevant regulations. The function also drafts and maintain governance documents and works in cross-functional forums such as the Ethics Council and the Sustainability Council, to streamline and monitor compliance.

Function for risk management and internal control

The function for risk management and internal control is responsible for performing and monitoring risk analyses at both business area and function levels and consolidating the identified risks on Group level. The risk process is based on the risk register that every business area and function work in with the associated ownership, response plan and action plan. The function compiles the consolidated risks in an annual report and performs various internal control activities to ensure compliance.