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 satisfactory control of bookkeeping, asset management and other financial circumstances. The Board decides on the Group’s overall objectives, strategies and policies, as well as on acquisitions, divestments and investments. The Board approves the Annual Report and Interim Reports, proposes a dividend and remuneration guidelines for senior management to the Annual General Meeting, and makes decisions concerning the Group’s financial structure. The Board’s other duties include:

• continuously evaluating the company’s operational management, including the work of the CEO,
• ensuring that there are effective systems in place for monitoring and control of the company’s operations,
• ensuring that the company’s information provision is transparent, accurate, relevant and reliable,
• 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 established.

The Board’s rules of procedure and instructions for the division of duties between the Board and the CEO are updated and approved at least once a year. The Board has also issued written instructions specifying how financial reporting to the Board should be carried out.

In addition to leading the work of the Board, the Chairman should continuously monitor the Group’s operations and development through contact with the CEO. The Chairman should consult the CEO on strategic issues and represent the company in matters concerning the ownership structure. The Chairman should also, when necessary, take part in particularly important external discussions and, in consultation with the CEO, in other matters of particular significance. The Chairman should ensure that the work of the Board is evaluated annually, and that new members of the Board receive appropriate training.

The Board has at least four scheduled meetings and one meeting following election per year. The scheduled meetings take place in connection with the company’s publication of its year-end or quarterly results. At least once a year the Board visits, and makes an in-depth review of one of the Group’s businesses. In addition, extra board meetings are held when necessary. All meetings follow an approved agenda. Prior to each meeting, a draft agenda including documentation relating to each point is sent to all board members.

The Board has a Remuneration Committee and an Audit Committee. The purpose of these Committees is to deepen and streamline the work of the Board and to prepare matters in these areas. The Committees themselves have no decision-making powers. The members of the Committees are appointed annually by the Board at the board meeting following election. Instructions for the Committees are included in the Board’s working procedures.