Work of the Board
The Board’s work is regulated by the Swedish Companies Act, the Articles of Association and the formal work plan adopted by the Board. The Board’s work plan contains, amongst other things, rules stipulating the number of Board meetings which are to be held each year, the issues to be addressed in the meetings, and the division of duties between the Board of Directors and the CEO. These duties and the obligation of the CEO to report to the Board are regulated in the terms of reference to the CEO.
Normally, five Board meetings are held each year and one Board meeting is held following the election of the Board. Four of these meetings address quarterly reports and the year-end report. At least one of the Board meetings takes place in conjunction with a visit to, and an in-depth review of, one of the Group’s companies.
Board meeting per year is assigned additional time, and at this meeting a specific focus is placed on strategic issues. The auditor of the Company is present at Board meetings whenever needed, normally twice a year. Notices and supporting documents are sent to the Board one week in advance of the Board meetings. When issues are to be decided upon, the Board usually receives supporting documents concerning these issues well in advance. The Board appoints two different committees annually – the Audit Committee and the Remuneration Committee. The aim of these committees is to enhance and facilitate the Board’s work, and to address matters related to each area.
The work of the Board in 2023
The Board met eight times during the year, with one of these meetings being the statutory Board meeting. Four of the eight meetings were fully attended by the Board. Two meetings had one member absent, the July and the October meetings and a further two meetings had two members absent, the statutory Board meeting and the April Board meeting. The company’s auditor, KPMG was present at the February Board and Audit Committee meetings that addressed the annual accounts for 2022 as well as at the remaining two Audit Committee meetings; August and December.
Important matters dealt with during the year included, amongst other things:
- Long-term operational goals
- The strategic focus of the operations
- Business plans, financial plans and forecasts
- Major investments and divestments
- Decisions on long-term financing
- Policies and instructions
- Review of the Group’s risk management
- Interim reports and annual accounts
- Reports by the Board’s committees
- Review of the Group’s CSR position and developments
- Follow-up of the external audit
- The Group’s sustainability strategy and long-term goals
Evaluation of the work of the Board
The Board will ensure that its work is continuously evaluated through a systematic and structured process. This evaluation is initiated by the Chairman of the Board. Among other things, the process includes an on-line questionnaire in which Board members have the opportunity to express their opinion of the Board’s work and to propose ways to improve it. The results of the evaluation are disclosed to the Board, followed by discussions and decisions regarding changes in working methods.
The Board continuously evaluates the work of the CEO and Group Management.