Board of Directors

Board of Directors

 

  • Per Åhlgren, Chairman of the Board
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    • Swedish citizen, born in 1960

      Principal education: M.Sc. in Business and Economics from Stockholm School of Economics.

      Work experience: Mr. Ňhlgren is the co-founder and Chairman of Mangold Fondkommission, an independent broker specialized in small and medium-sized listed companies that provides services within corporate finance, equities, market making, securities issuance and asset management. Mr. Ňhlgrenís previous experience includes, among others, ten years in London working for Salomon Brothers, Bear Stearns and Deutsche Morgan Grenfell. Furthermore, he is currently Chairman of Runaware Holding AB and RW Capital AB.



  • Franco Danesi, Non-executive Director
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    • Italian citizen, born in 1972

      Principal education: Master's degree in Engineering from Politecnico di Milano and MBA with distinction from London Business School.

      Work experience: Mr. Danesi is Investment Director at Investment AB Kinnevik and member of the Board of Metro International and G3 Good Governance Group. Mr. Danesi was Head of Investment Management at QInvest and Executive Director at Goldman Sachs International.



  • Camilla Öberg, Non-executive Director and Chairman of Audit Committee
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    • Swedish citizen, born in 1964

      Principal education: Camilla Öberg holds a Degree in Economics and Business Administration from the Stockholm School of Economics.

      Work experience: Camilla ÷berg served as CFO of the IT-company Logica Sweden AB from 2007. Between 1998 and 2006, Camilla ÷berg was employed at WM-data, where she worked as head of IR and Group Treasury. Before her time at WM-data, she worked as CFO of Integro AB, as CFO of Lexicon and in accounting and external reporting at SEB. Camilla ÷berg is currently CFO for Cybercom Group AB as well as Board member of several subsidiaries in the Cybercom Group AB. She is also a Board member of Xvivo Perfusion AB.



  • Poul Schroeder, Non-executive Director and Chairman of Operations Committee
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    • Danish citizen, born in 1944

      Principal education: Mr. Schroeder is a graduate in economics from the Aarhus Business School and has completed the International Senior Management Program at Columbia University.

      Work experience: Mr. Schroeder is an independent consultant and has been active in the international agricultural industry since 1966, among others, within the Continental Grain Company and Bunge. Mr. Schroeder is Chairman of the Board of Dan Store.



  • Dmitry Zavgorodniy, Non-executive Director
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    • Russian citizen, born in 1970

      Principal education: Mr. Zavgorodniy is a graduate from Pedagogical University, Omsk, and holds Master degrees from Sorbonne and University of Oriental Studies, Paris.

      Work experience: Mr. Zavgorodniy has been General Manager for the food companies McCain LLC and EcoFrie LLC and CEO of United Meat Group LLC. Mr. Zavgorodniy is Managing Director of Tata Global Beverages Eastern Europe.

 

Sub Committees of the Board

Pursuant to the Articles of Association, the Board may delegate any of its powers, authorities and discretions to any committee consisting of one or more Directors. In pursuit of an efficient and reliable corporate governance structure, the Board in 2007 established two subcommittees in the Audit Committee and the Investment Committee. As the Company has evolved from being focused on putting an asset platform in place to efficiently exploiting and operating that platform, the Investment Committee was replaced by an Operations Committee in 2010. As the Company has continued to mature, the focus of the Operations Committee has moved from operational decisions and optimization to sales and marketing and the Company’s grain hedging program. Each committee keep minutes of their meetings, which are made available to the full Board. Described below is also the Board’s discharge of Remuneration Committee tasks.

 

Audit committee

The Audit Committee is charged with the responsibility of reviewing the system of internal controls, management and reporting of financial risks and the audit process. When relevant and appropriate, the Chief Financial Officer and the Company’s Auditors are invited to attend the meetings, including a yearly meeting for planning before the audit and a meeting on reporting after the audit. Other Directors may also be invited to attend. At least once a year, the Audit Committee should meet the Company’s external Auditors without any management being present.

The tasks of the Audit Committee include consideration of matters relating to the appointment of external Auditors for Black Earth Farming and its main subsidiaries, the independence of the Company’s Auditors as well as review of the audit fees. The Audit Committee shall also review the integrity of the Company’s annual and interim reports, preliminary results’ announcements, certain press-releases and any other formal announcements relating to the Company’s financial performance and situation.

The Chairman of the Committee must have significant knowledge and experience in accounting in general, and the accounting principles applicable to the Company in particular.

The Audit Committee shall meet as regularly as deemed necessary by the Board, but it should be at least four times a year, in connection with the release of the Company’s interim and full year financial statements.

 

Audit committee in 2016

The Audit Committee consists of two of the board members, namely Camilla Öberg, as Chairman, and Franco Danesi. This is a deviation from the Swedish Code of Corporate Governance, which requires at least three Board members on the Audit Committee. The Board however decided that, given the close work between the Audit Committee and the overall Board, two members would be appropriate. Auditor and Company Secretary Christopher Leck is a specially invited observer on the Committee. In 2016, six meetings, of which two in person, were held by the Audit Committee, addressing the Company’s financial reporting and progress. There were also several update conference calls between the Committee Chairman and members of the Company’s senior management.

 

Operations Committee

The Operations Committee has been tasked by the Board of Directors with screening and evaluating key decisions on the Company’s operational matters. Initially, the responsibilities of the Operations Committee were directed towards decisions regarding capital allocation, operational expenditures and key operational activities. Currently, a significant share of the Committee’s work is focused on strategic sales and marketing decisions, as well as the Company’s grain hedging program.

 

Operations committee in 2016

The Operations Committee consists of three board members, namely Poul Schroeder as Chairman, Per Åhlgren and Dmitry Zavgorodniy. In 2016, monthly (or sometimes more frequent) telephone conference calls were held to discuss the Company’s operational progress, its sales and marketing plan and, in that context, its grain hedging activities.

 

Remuneration committee

The function of a specific Remuneration Committee, as per the Code’s guidelines, is to prepare proposals on remuneration and other terms of employment for the executive management. The Board of Directors of Black Earth Farming has generally considered it more appropriate that the entire Board performs the tasks of the Remuneration Committee, albeit without any Board member who is also part of the executive management. The Remuneration Committee consists of two Board Members, namely Per Ahkgren and Franco Danesi, who prepare proposals on remunerations for adoption by the whole board. The guiding philosophy of the Board in determining compensation for executives is the need to provide a compensation package that is competitive and motivating, that will attract and retain qualified executives, and that encourages and motivates performance.

 

Audit Committee

Camilla Öberg (Chairman)

Franco Danesi

Operations Committee

Poul Schroeder (Chairman)

Per Ňhlgren

Dmitry Zavgorodniy

Remunerations Committee

(See below)