Board of Directors work
Responsibilities of the Board
The Board oversees the CEO’s work through continuous monitoring of operations during the year and is responsible for ensuring that the organisation, management and guidelines for managing the Company’s affairs are appropriately structured. The Board also ensures that there is satisfactory internal control, with system support in place for monitoring the business and its risks, and compliance with laws, regulations and internal guidelines. The Board is also responsible for developing and reviewing the Company’s strategies through plans and goals, decisions on acquisitions and disposals of operations, major investments, the appointment and remuneration of management, and regular monitoring of operations during the year. The Board also adopts budgets and annual financial statements.
The Board’s Rules of Procedure
The Board of Directors adopts annual written rules of procedure which govern the work of the Board and division of tasks among directors, the decision-making process within the Board, the Board’s meeting schedule, the Chairman’s duties and instructions for financial reporting. The Board’s rules of procedure also include special CEO instructions with regard to the division of work between the Board and the CEO. The inaugural Board meeting is held immediately after the AGM or immediately after any EGM at which a new Board is elected. The Board holds at least six regular meetings per year, with additional meetings when the Chairman considers it appropriate or within 14 days of a request for a meeting from a director or the CEO.
Remuneration of the Board
Remuneration of Board members elected by the shareholders’ meeting is decided by the meeting following a proposal from the Company’s largest shareholders. The 2023 AGM adopted total Board fees, of SEK 1,000,000, distributed as follows: SEK 160,000 to the Chairman and SEK 160,000 to each of the other members elected by the AGM. The Chairman of the Audit Committee and Chairman of the Remuneration Committee receive an additional fee of SEK 40,000, while members of these committees receive an extra fee of SEK 20,000.
Auditing and remuneration considerations
The Board has full knowledge of, and responsibility for, all matters on which the it has to make decisions. Work was conducted in two committees appointed by the Board during the year: the Audit Committee and the Remuneration Committee.
The Committee consists of at least three representatives of the Board. Its preparatory tasks include:
- Preparing the Board’s work on quality assurance of the Company’s financial reporting.
- Monitoring and making recommendations and proposals to ensure the reliability of reporting with regard to the efficiency of the Company’s internal controls and risk management.
- Assisting in the procurement of audit services and the preparation of the election and remuneration of auditors.
- Reviewing the scope and focus of the audit assignment.
- Preparing audit issues and evaluating the audit work.
- Establishing guidelines for the procurement of permitted non-auditing services from the Company’s auditor and, if applicable, approving such services in accordance with guidelines.
- Following up and assessing the application of current accounting principles and the introduction of new accounting principles and other accounting requirements prescribed in legislation, generally accepted accounting principles and applicable stock exchange rules.
The Company’s chief auditor and representatives of the audit firm are co-opted to the majority of meetings. Where appropriate, senior executives are co-opted. The Audit Committee hold at least four meetings per year and the Board received minutes from the meetings. The auditors are present at two of the Audit Committee meetings.
The Committee may consist of any number of representatives of the Board. The main tasks of the Committee are to prepare the Board’s decisions on matters concerning remuneration principles, remuneration and other terms of employment for executive management, as well as current general remuneration structures and remuneration levels in the Company.
Remuneration of the CEO and principles for remuneration of Company management are decided by the Board. Remuneration of other senior executives is decided by the Remuneration Committee within the framework established by the Board and the AGM.