Board of directors
In accordance with the Swedish Companies Act, the Board of Directors is responsible for the organization and administration of the Group and for ensuring proper control of bookkeeping, management of assets, financial circumstances etc. The Board decides on the Group’s overall objectives, strategies and policies and on acquisitions, divestments and investments. The Board approves the Annual Report and Interim Reports, recommends a dividend and principles for remunerating Management to the Annual General Meeting and takes decisions about the Group’s financial structure.
The Board’s other duties include:
- continually evaluating the company’s operating
management and the work of the CEO,
- ensuring that there are effective systems for monitoring and regulating the company’s operations and financial position with reference to its stated objectives,
- ensuring that the company’s external presentation of information is marked by openness and accuracy,
- ensuring that there is satisfactory control of the company’s compliance with laws and other regulations applying to the company’s operations,
- ensuring that necessary ethical guidelines for the company’s conduct are set down.
Working procedures for the Board and instructions for the division of duties between the Board and the CEO are reviewed and set down at least once a year. The Board has also issued written directives specifying how financial reporting to the Board shall be presented and the division of duties between the Board and the CEO.
In addition to leading the work of the Board, the Chairman of the Board shall continually monitor the Group’s operations and development by means of discussions with the CEO. The Chairman shall consult with the CEO on strategic issues and shall represent the company in matters concerning the ownership structure. The Chairman shall also, when necessary, take part in particularly important external discussions and, in consultation with the CEO, in other matters of especial significance. The Chairman shall ensure that the work of the Board is evaluated each year and that new members of the Board receive appropriate training.
The Board meets at least four times a year. The regular meetings take place in connection with the company’s publication of its year-end or quarterly results. At least one of the Board meetings is combined with a visit and an in-depth review of one of the Group’s businesses. Extra Board meetings are held when necessary. All meetings follow an approved agenda. Before each meeting, a draft agenda including documentation relating to each point on the agenda is sent to all Board members.
The Board has a Remuneration Committee and an Audit Committee. The purpose of these Committees is to make the work of the Board in these areas deeper and more effective and to lay the ground for decision-making. The Committees themselves have no decision-making powers. The members of the Committees are chosen at the inaugural Board meeting each year. Instructions to the Committees are included in the Board’s working procedures.