The Board is the highest decision-making body in Klarna’s structure for management and control. The Board is responsible for the company’s organization and for the management of the company’s operations.
The Board members are elected by the shareholders at the annual general meeting (AGM) for a one-year term of office extending through the next AGM. The external framework does not require Klarna to have a nomination committee. The Board has not adopted a recruitment policy, and in practice Board members are proposed and appointed by the shareholders holding a majority of the votes as well as the capital of the company. The Board has adopted Rules of Procedure that regulate the Board’s role and ways of working as well as special instructions for the Board’s committees. The Board has overall responsibility for the activities carried out within Klarna and has the following duties, among others:
- deciding on the nature, direction and strategy of the business as well as the framework and objectives of the activities,
- regularly following up and evaluating the operations in relation to the objectives and guidelines established by the Board,
- ensuring that the business is organized in such a way that the accounting, treasury management and financial conditions in all other respects are controlled in a satisfactory manner and that the risks inherent in the business are identified, defined, measured, monitored and controlled in accordance with external and internal framework, including the Articles of Association,
- deciding on major acquisitions and divestments as well as other major investments,
- selecting, monitoring and planning the succession of the Board members,
- appointment or dismissal of the CEO and the Chief Risk Officer
- deciding which external party will perform the Internal Audit, and
- deciding on remuneration to the CEO, members of the Group Management Team as well as to the heads of the control functions Risk Control and Compliance.
The Board consists of the following members elected by the annual general meeting 2018.
Jon Kamaluddin, chairman of the Board
Sebastian Siemiatkowski, CEO and Board member
Sir Michael Moritz
Jon Kamaluddin, Chairman of the Board of Directors
Jon Kamaluddin was international director at online retailer ASOS from 2009 to 2013 after having spent five years as CFO. In his role as international director, Kamaluddin led ASOS global expansion, including the U.S., Russia, China, Germany, and Australia, which helped ASOS grow its overseas sales to almost 60 percent of its overall sales. He also served as a member of ASOS Board of Directors.
Sebastian Siemiatkowski, CEO
Sebastian Siemiatkowski holds a degree from the Stockholm School of Economics and has eight years’ experience in sales, including being former Head of Sales at Djuice Uppsala. However, the most noted of Sebastian’s accomplishments is that he, along with our two other founders, revolutionized Swedish e-commerce, and created the success story we know today as Klarna.
Sir Michael Moritz, Board Member
Michael Moritz is a Partner at Sequoia Capital, where he works with investments in the services sector. Mr. Moritz founded Technologic Partners and previously held various positions at Time Warner before joining Sequoia Capital in 1986. During his time at Sequoia Capital, Mr. Moritz has invested in companies such as Google, Yahoo and PayPal and has served on the Boards of these companies.
Sarah McPhee, Board Member
Sarah McPhee has experience from every element of the financial sector: credit, asset management, payment, leadership and sustainability. Most recently, she served as CEO of SPP Pension & Försäkring and as Chairperson of SPP Spar. She is active on a number of boards, including Axel Johnson Inc, and is deeply committed to sustainability questions and to making the financial sector better for consumers.
Mikael Walther, Board Member
Mikael Walther runs the investment company Navos Capital and serves as an advisor to Victor Jacobsson. Mikael has broad experience within investment banking and other financial companies. He has previously worked for Cevian Capital and Goldman Sachs.
Andrew Young, Board Member
Andrew is a Principal and focuses on investment opportunities in the Technology sector, with a particular focus on Fintech. He has worked on a number of transactions including All3Media and Ancestry and is a current Board member of Magento. Prior to joining Permira, Andrew worked for Pacific Equity Partners, an Australasian Private Equity firm, as an Investment Associate in Sydney and New York.
The composition of the Board and its committees in 2018 as well as the number of meetings held and the attendance is shown in the table found below under the heading Meetings and attendance.
The Chairman of the Board organizes and leads the work of the Board. According to the Rules of Procedure, the Chairman shall through contact with the CEO follow Klarna’s development, ensure that the CEO provides the Board members with the information necessary to be able to assess Klarna’s current position, financial plans and future development, and deliberate with the CEO on strategic issues.
Klarna’s CEO is also a Board member and participates thereby in all board meetings, except on matters in which the CEO has an interest that may be in conflict with the interests of Klarna, such as when the CEO’s work is evaluated. Other members of the Group Management Team participate whenever required for purposes of informing the Board or upon request by the Board or the CEO.
The reputation, experience and assignments of the Board and the CEO
The Board members have many years of professional experience from various but for Klarna relevant areas. The Board comprises solid knowledge and experience e.g. within banking and finance, e-commerce, IT- and technology business, payment cards, capital procurement, risk control, accounting, international sales activities, small and medium sized business, venture capital, entrepreneurship and leadership. The Board composition also meets the need for knowledge and insight regarding the conditions and prerequisites for business in the various geographic markets where Klarna operates. A detailed presentation of the Board members’ background and other assignments are found above.
In order to ensure that the Board, the Board members and the CEO meet the requirements for sufficient knowledge, insight, experience and suitability, Klarna has established a policy for suitability assessment and diversity. The suitability is assessed according to criteria for the person’s experience and reputation. An assessment is made as soon as possible and no later than six weeks after the election of the Board member, appointment and on extended assignments. The ability of each of the Board members to dedicate the commitment, diligence and time required is also evaluated. The deputy CEO is responsible for the assessment. When a new Board members or a new CEO assumes their duties, they are also assessed by the SFSA.
The CEO’s performance and knowledge, insight, experience and suitability is evaluated in the corresponding way. According to the Rules of Procedure of the Board, the Board shall ensure that the CEO fulfills his duties. The Board appoints and dismisses the CEO of Klarna.
Klarna complies with applicable rules regarding the independence of the Board. Klarna considers all of the members elected by the shareholders to be independent of the company and its executive management apart from Sebastian Siemiatkowski who is the CEO. Apart from the CEO no other Board member elected by the shareholders is employed by or works in an operative capacity at the company.
Two members, Jon Kamaluddin (chairman) and Sarah McPhee, are independent in relation to the company’s major shareholders.
Thus, the number of Board members who are independent in relation to the company and its executive management, and independent in relation to the company’s major shareholders, meets the minimum requirements.
The Suitability, Training and Diversity Policy also serves to promote diversity of the Board. According to the policy all board assignments in Klarna are based on merit with the prime consideration being to maintain and enhance the Board’s overall effectiveness. Within this, a broad set of qualities and competences is sought for and it is recognized that diversity, including age, gender, geographical provenance and educational and professional background, is a factor to take into consideration. The ambition is to ensure diversity and that the Board members complement each other to cover expertise that is vital for Klarna. It is Klarna’s assessment that these objectives and targets have been achieved.
Number of assignments
There are regulatory limitations on the number of directorships a Board member of a bank may hold. As Klarna is not a significant institution a general assessment of reasonableness of the numbers of positions held by the Board members and the CEO shall be made, taking into consideration the circumstances in the individual cases as well as the nature, scale and complexity of Klarna’s business activities. Klarna has concluded that all Board members assignments are compliant with the new rules. A detailed presentation of the members’ background and other assignments can be found above.
The Board annually adopts a Board training plan and has assigned to the Compliance Function to plan and carry through the training activities. These shall consist of an introductory program for new Board members; on-going training of individual members and the Board as a whole in matters that have been considered important by the Board itself; and the Board is also provided access to all e-learnings launched by Klarna.
The overall responsibility of the Board cannot be delegated. The Board has established separate working committees to assist the Board in preparing matters, belonging to the competence of the Board. The duties of the Board Committees, as well as working procedures, are defined in an internal policy. Each committee regularly reports on its work to the Board. Committee members are appointed by the Board for a period of one year at a time. Klarna has two Board committees: the Remuneration Committee and the Audit, Compliance & Risk Committee.
The Remuneration Committee (Rem Co) is responsible for preparing and presenting proposals to the Board on remuneration issues. This duty includes proposals regarding the Remuneration Policy and on remuneration to members of the Group Management Team and employees who head any of the control functions.
The Rem Co shall make a competent and independent evaluation of the Remuneration Policy and Klarna’s remuneration system, together with the suitable control function(s) if necessary.
The Rem Co has had two formal meetings in 2018. In addition, it has also handled up-coming matters on an ongoing basis through correspondence between the committee members with the formal decisions not covered by its delegation authority being reported to and documented by the Board at the closest following Board meeting. More information about the number of meetings and attendance can be found below.
Jon Kamaluddin (chair)
Sir Michael Moritz
Audit, Compliance & Risk Committee
The Audit, Compliance & Risk Committee (ACRC) is responsible for all risk and capital related issues as well as matters regarding internal audit and compliance.
ACRC has had six meetings in 2018. More information about the number of meetings and attendance can be found below.
Sarah McPhee (chair)
Mikael Walther (ACRC member from 12 September 2018)
Meetings and attendance
The table shows the number of meetings held in 2018 by the Board of Directors and its committees as well as the attendance of the individual Board members:
|Year 2018||Board||Audit, Compliance and Risk Committee||Remuneration Committee|
|Number of meetings||8||6||2*|
|(of which per capsulam)||(1)||(0)||(2)|
* In addition, the committee has also handled upcoming matters on an ongoing basis through correspondence between the committee members with the formal decisions not covered by its delegation authority being reported to and documented by the Board at the closest following Board meeting.
** CEO and Board member