Gabriel_Annual_Report_2024-25 - Flipbook - Page 17
CONTENTS // MANAGEMENT COMMENTARY // CORPORATE GOVERNANCE
ESG skills and experience
When recruiting new members to the Board of Directors, the governance, remuneration & nomination committee assesses whether potential candidates have the
ESG skills required to meet Gabriel’s needs. The existing
board members are assessed in the same way as part
of the annual board evaluation.
A steering group, with working subgroups, was set up
in 2023 to support future sustainability reporting. The
steering group initiated the work associated with data
collection and reporting for use in the first sustainability statement for 2024/25, focusing on the environment,
social factors and business conduct under the Group’s
overall sustainability strategy. The steering group reports
directly to the CEO. The steering group reports on data
collection and risks identified in the double materiality
assessment to the audit committee, which is in charge of
monitoring the sustainability reporting. The audit committee subsequently reports to the Board of Directors.
In the 2024/25 financial year, the audit committee considered the main impacts, risks and opportunities within
climate and the environment, social factors and business
conduct which the steering group had identified in the
double materiality assessment and on which it had reported accordingly.
Board of Directors
Audit Committee
Governance, Remuneration & Nomination Committee
Digitalisation & Cybersecurity Committee
Executive Board
Group Sustainability
Environmental Coordination Group
Social Coordination Group
The governance, remuneration & nomination committee
organises the annual self-evaluation of the individual
members of the Board of Directors and Executive Board.
The evaluation is facilitated by external consultants every
three years – next time in 2028.
An externally facilitated process evaluating the Board of
Directors was carried out in 2025. The process focused
on the recommendations on corporate governance and
sustainability skills and covered the Board’s work, effectiveness, independence, composition and organisation.
Subjects included:
Shareholders
Acquisition & Strategy Committee
Annual evaluation of the Board of Directors
The chair of the Board of Directors is responsible for
carrying out an annual review of the Board’s performance, including considering the Board’s effectiveness,
the Executive Board and the contributions of individual
members of the Board of Directors.
Governance Coordination Group
• board composition, focusing on skills and diversity;
• the Board’s and individual members’ contributions
and performance;
• the collaboration on the Board of Directors and between
the Board of Directors and the Executive Board;
• the chair’s management of the Board of Directors;
• the structure and work of the committees;
• the organisation of board work and the quality of
board materials;
• board members’ preparation for and active participation in the meetings;
• the number of board members’ other managerial activities; and
• an assessment of the Board’s collective skills compared
to those that best support Gabriel’s strategy.
The chair of the governance, remuneration & nomination
committee presented the results of the evaluation to the
Board of Directors in August 2024. The main conclusions
and results of the board evaluation were that the Board
of Directors and board committees continued the positive development in 2023/24 in commitment, the required
core skills and the sparring from and between board
members and committee members, including between
the Board of Directors and Executive Board. The evaluation also concluded that the Board of Directors continues to have in-depth skills and industry knowledge which
support Gabriel’s business-related and strategic goals.
As part of this year’s evaluation, the Board of Directors
considered whether satisfactory continuity preparedness was in place and concluded that the status in this
area is also satisfactory.
REMUNERATION
The remuneration policy
Gabriel's strategy is to grow with the largest market
participants. Gabriel's growth is based on close development partnerships and trading relations with selected major leading customers in a global strategy where
organic growth and acquisitions contribute to achieving
the defined financial and non-financial goals. The overall
objectives of the remuneration policy are:
• to attract, motivate and retain qualified members of
the Board of Directors and Executive Board;
• to ensure convergence between management's interest
and the interests of Gabriel and its shareholders; and
• to promote long-term value creation in Gabriel and
thus support the company's business strategy.
The members of the Board of Directors are paid a fixed
base fee. The chair and vice-chair of the Board receive
3.2 and 1.6 times the base fee, respectively. Members of
the Board who are also members of a board committee receive an additional fixed fee as remuneration for
their committee work.
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