Corporate governance structure

Governance

Besides relevant laws and regulations, Epiroc, as a company listed on Nasdaq Stockholm, also adheres to the Nordic Main Market Rulebook for Issuers of Shares, as well as the Swedish Corporate Governance Code (the Code). Epiroc has not reported any deviations from the Code, the Nordic Main Market Rulebook for Issuers of Shares, nor from good stock market practice for the financial year. The most important internal control document is the Articles of Association, which is adopted by the Annual General Meeting. This is followed by the Board's, including its committees', rules of procedure, Epiroc's Code of Conduct (CoC), as well as a number of Group policies that cover the entire operation.

To make it easy for employees, the Epiroc Way, a management system, is available on the intranet, in which all documents and processes for how Epiroc conducts business are available. The Group policies together with the CoC help Epiroc and its employees to comply with applicable laws and maintain high ethical and environmental standards throughout the value chain.

Shareholders

At year-end, the total number of shareholders was 69 659 (68 396). The company's largest owner is Investor AB, which at the end of the year held 17.1% of the shares and 22.7% of the votes. The share of Swedish ownership was 48% (47) of the number of outstanding shares. See more information in the section for "The Epiroc share".

Annual and General Meetings

The Annual General Meeting (AGM) is Epiroc's highest decision-making body, where shareholders exercise their voting rights and decide on, e.g., the company's Articles of Association, governance and more. In addition to the AGM, Extraordinary General Meetings may be convened. Notices of general meetings are posted on Epiroc’s website and in the Official Swedish Gazette (Post- och Inrikes Tidningar). Information about the general meeting is also published in the two national newspapers, Svenska Dagbladet and Dagens Nyheter. An open shareholder dialogue is important to Epiroc, and shareholders are given the opportunity to ask questions at or before general meetings. The decisions made are announced via a press release and minutes of the meeting are published on Epiroc's website.

Nomination Committee

The Nomination Committee's task is to propose Board members and auditors as well as remuneration for them to the AGM. The four largest shareholders, registered directly or as a group with Euroclear Sweden (the Swedish Central Securities Depository) at the end of August, who wish to appoint a member will form a Nomination Committee. In addition, the Chair of the Board shall also be a member of the Nomination Committee. Should the ownership structure change before the time of the AGM, there are procedures in place.

The Nomination Committee's proposal and opinion are published at the latest when the notice is issued. The Nomination Committee shall perform its tasks in accordance with the Code and pay special attention to the requirements for breadth and diversity when in terms of competence, experience and background of proposed Board members.

The Board of Directors

Epiroc's Board has the ultimate responsibility for the organization and its administration. The Board's work follows a written procedure and the Board is assisted by three committees that have an administrative and preparatory role: the Remuneration Committee, the Audit Committee and the Repurchase Committee. The Board's tasks include establishing and monitoring overall goals and strategies, business plans, financial reports and adopting the necessary internal governing documents. The Board shall ensure that there are appropriate systems for follow-up and control as well as ensuring the quality of the financial reporting. The Board must also identify how sustainability issues affect the company's risks and business opportunities, and report the sustainability development in the Annual and Sustainability Report. The Board appoints, evaluates, and if necessary, dismisses the President and CEO. Other tasks include deciding on the Group's major investments, acquisitions and divestments. The Board also has the responsibility for ensuring that succession planning takes place to a reasonable extent.

The Chair of the Board leads the Board's work, is responsible for efficiency of this work, and also ensures that the Board fulfills its obligations. The Chair of the Board represents the Board in relation to Epiroc's shareholders. The Board may delegate tasks to one or more of the Board members, or to others, but shall then ensure that the tasks are performed correctly. In line with this, the Board can also on its own initiative let people outside the company, e.g., consultants, investigate and prepare matters. The Board held 9 (8) Board meetings in 2025 including the statutory meeting. Epiroc's General Counsel was secretary at all the meetings. 

Epiroc’s Board of Directors had a strategy meeting at Epiroc in Örebro, Sweden, in 2025, focus was on innovation and long-term growth. Pictured from the left: Gustav El Rachidi, deputy, employee rep.; Kristina Kanestad, member, employee rep.; Anthea Bath, member; Ulla Litzén, member; Fredric Stahl, member; Helena Hedblom, member; Johan Forssell, member; Jeane Hull, member; Jenny Lindqvist, member; Sigurd Mareels, member; Ulf Ström, deputy, employee rep. Ronnie Leten, Chair of the Board, was not present.

Board composition

According to the Articles of Association (Articles), the Board members appointed by the AGM shall consist of a minimum of six and a maximum of twelve members. They are appointed annually for the period up to and including the next AGM. As prescribed by the Articles, the AGM has sole authority for the election of Board members and there are no other rules relating to the election or dismissal of Board members or changes in the Articles of Association. Further, there are no agreements with Board members or employees regarding compensation in case of changes of current position reflecting a public takeover bid.

The Nomination Committee has applied the Code's diversity policy when preparing its proposal for the Board. At the AGM in 2025, Jenny Lindqvist and Fredric Stahl were elected as new members of the Board. Lennart Evrell and Astrid Skarheim Onsum declined re-election.

A number of Board members have extensive experience in the mining industry and/or the mechanical engineering industry, in which there has been a focus on sustainability, such as increased safety (mining), reduced emissions (mining and engineering) as well digitalization and automation. A majority of the Board members also have experience from executive and financial positions, with strong ethical and governmental focus. Thus, the Board has good prerequisites to provide support to the company's senior executives. Several Board Members are born in countries outside of Sweden and have vast experience from leading international organizations, bringing expertise on how to conduct business with customers, and lead employees, from all continents.

Of the nine elected Board members appointed by the AGM, five are women and four are men. Of the non-executive Board members, four are women and four are men. In addition, the Board has four employee representatives. Apart from the President and CEO and the employee representatives with deputies, none of the Board members are employed by the Group. 

Board remuneration

The remuneration for the Board was approved at the AGM 2025 and is presented in detail in note 5. In total, the non-executive Board members had total fees of KSEK 6 940 (6 583) and the expense recognized for the Board was KSEK 11 664 (9 844).

Evaluation of the Board

The Chair of the Board conducts an annual evaluation of the work of the Board and its committees. The evaluation aims, for example, to prioritize issues to which the Board should give more attention and in which areas additional competence may be required. The Board evaluation for 2025 has been presented to the Nomination Committee.  

Outgoing Board members Lennart Evrell and Astrid Skarheim Onsum, who declined re‑election at the 2025 AGM, pictured with Epiroc’s President and CEO Helena Hedblom and Chair of the Board Ronnie Leten. They were thanked for their dedicated service and valuable contributions to Epiroc’s governance, including their work on the Audit Committee. 

The Board's work in 2025

Audit Committee

The Audit Committee oversees financial reporting, financial risk management, internal control, sustainability reporting, and auditing. It has the accounting expertise required by the Swedish Companies Act. The Committee meets regularly with the external auditor, who attends all meetings, and at least once a year without management present. It also supervises Group Internal Audit & Assurance and Internal Control, and reviews sustainability topics quarterly. In 2025, the Committee met several times with the CSRD project team to follow progress, integration into strategy, data collection, and internal controls. It also supports the Nomination Committee in proposing an external audit firm.

The Committee has at least three members, the majority independent of the Group and its management. Current members are Ulla Litzén (Chair), Ronnie Leten and Fredric Stahl, all independent of the Group and its management. Ulla Litzén and Ronnie Leten are independent in relation to the largest shareholder. 

Remuneration Committee

The Remuneration Committee proposes remuneration principles and employment terms for Group Management and key personnel. It has three members, none employed by the Group. The Chair of the Board also chairs the Committee. Current members are Ronnie Leten (Chair), Anthea Bath and Johan Forssell, all independent in relation to the Group and its management. Ronnie Leten and Anthea Bath are independent in relation to the largest shareholder.

Remuneration of the President and CEO, Group Management and key personnel

A prerequisite for a successful implementation of Epiroc's strategy and the safeguarding of its long-term interests, including sustainability, is that the company can recruit and retain qualified employees. This requires competitive remuneration. As Epiroc is a global company with senior executives in several countries, the composition of the remuneration may vary. As a general rule, however, the compensation consists of the following:

• Cash base salary, based on position, qualification and individual performance.
• Variable cash compensation, based on degree of fulfillment of predetermined individual financial or non-financial criteria. The financial goals can, for example, relate to value creation, development of operating profit and working capital.
• Non-financial criteria can be, for example, improved key sustainability figures, development and launch of innovative products, organizational changes, and improved work processes. The variable remuneration is set to a maximum of 70% of the base salary.
• Pension premiums and additional market-based benefits.
• Long-term performance-based incentive program for key employees.

If a senior executive's employment is terminated by the Group, the remuneration depends on age, length of employment and possible remuneration from other economic activity or employment. However, the compensation is set to a maximum of a 24-month base salary. See note 5 for information on compensation.

Sustainability targets are included in both the short‑term variable compensation and long‑term incentive program for all Group Management members. Each individual’s final outcome depends on measurable progress toward Epiroc’s 2030 sustainability goals, such as environment and safety. For 2025, sustainability targets represented 14% of the President and CEO’s maximum short‑term variable compensation and 10% for other Group Management members. The President and CEO achieved 39% of the maximum outcome, including 7.9% for Planet‑related goals, while the rest of Group Management reached 40–65%, including 5.5% for Planet‑related goals.

Long-term performance-based incentive program

The Board believes it benefits shareholders when Epiroc’s key personnel have a long‑term stake in the company’s share performance. A share‑related option program supports recruitment and retention of key employees. At the 2025 AGM, a performance‑based employee stock option program for up to 140 key employees was approved. Participation is determined annually by the Board. Group Management and Divisional Presidents must invest in their own shares and remain with the company for several years to receive full compensation, aligning incentives with long‑term value creation. A grant will be made for the 2025 reporting year. See note 25. 

Repurchase Committee

In order to prepare and execute the repurchase of the company's own shares in accordance with the authorization of the AGM, the Board has appointed a repurchase committee. It consists of Ulla Litzén (Chair) and Ronnie Leten.

President and CEO

The President and CEO is appointed by the Board and is responsible for the day-to-day management. The work shall be done in accordance with the instructions established by the Board. Helena Hedblom has been President and CEO of Epiroc since March 1, 2020. 

Group Management

Group Management is appointed by the President and CEO and shall assist her/him in the day-to-day management. Based on goals set by the Board (financial, people and planet), Group Management sets up objectives for operational activities, allocates resources and monitors the result. Group Management meets monthly to review the financial result, update forecasts and discuss strategic issues.

External auditor

The external auditor reviews Epiroc AB’s and the Group’s Annual and Sustainability Report, accounts, consolidated financial statements, major subsidiaries, and the work of the Board and the President and CEO. The principal auditor attends all Audit Committee meetings and presents annual audit results to the Board without management present, and later reports the results to the AGM. At the 2025 AGM, Ernst & Young AB was elected auditor until the 2026 AGM, with Erik Sandström serving as lead auditor since 2022.