About the Board
The Board's rules of procedure, meetings, evaluation, Audit and Risk committee, Remuneration committee, and Transformation committee. Updated 2023-05-03
The Board's rules of procedure
Each year, the Board of Directors reassesses and sets rules of procedure, instructions for the committees and instructions for the President. The latter also includes instructions regarding financial reporting. These control documents contain instructions on the delegation of responsibilities and work between the Board, the President and the Board’s committees, as well as the forms of the Company’s financial reporting.
The Board’s rules of procedure are based on the overarching rules included in the Swedish Companies Act on the overall responsibilities of the Board and President and otherwise on the decision-making procedure approved by the Board. In addition the rules of procedure primarily govern other issues such as:
- number of Board meetings and decision points normally on the agenda at each meeting,
- the duties of the Chairman, the President and CEO, and the Board’s committees, specifying the delegation of the Board’s decision-making authority and which issues always require a decision by the Board,
- the assessment of the Board of Directors and its work, the assessment of the President, and
- the forms of the Board’s meetings and minutes.
Meetings of the Board
The Board meets regularly in accordance with the schedule laid down in the rules of procedure. Every Board meeting follows a predetermined agenda. The agenda and background information on each information or decision point are sent to all Directors well in advance of each meeting.
The Board conducts an annual evaluation of the composition of the Board with the purpose of to address issues regarding, inter alia, competence, priorities, Board material, the climate at meetings and possible improvements. The Chairman presents the results of the evaluation to the Board and the Nomination Committee.
The Board makes continuous evaluations of the CEO and discuss this at at least one meeting without his presence.
Audit and Risk committe
The Audit and Risk Committee consist of Ragnhild Wiborg (Chair), Hans Larsson and Geeta Gopalan.
The Audit and Risk Committee has a preparatory role and reports its work to the Board of Directors. The duty of the Audit and Risk Committee is, among other things, to supervise the Group’s financial reporting and to monitor the efficiency in the Group’s internal control, internal auditing and risk management with regard to the financial reporting. The committee shall also keep itself informed regarding the audit process, consider the auditor’s impartiality and assist the Nomination Committee in connection with the election of an auditor.The committee has established guidelines for which services, other than auditing services, the company may procure from the auditor.
The Remuneration Commitee consists of Magnus Lindquist (Chair), Michel van der Bel and Andreas Näsvik.
The tasks of the Remuneration Committee include preparing the Board’s decisions on matters involving remuneration principles, remunerations and other terms of employment for senior management, following-up and evaluating programs for variable remunerations for senior management, and monitoring and assessing general remuneration structures and compensation levels in the Group.
The committee also assists the Board in drafting proposals for guidelines for remuneration for senior management that the Board presents to the AGM, and also to monitor and assess the use of these guidelines.
The Transformation Committee consists of Magnus Lindquist (Chair), Michel van der Bel and Debra Davies. The Transformation Committee was established in the autumn 2022 and its tasks include assisting the CEO and other members of the company management with matters relating to the company’s transformation program and preparing such matters for the Board. The CEO, COO and CTPO normally participate in the Committee’s meetings.