The work of the board
The Board is the Company’s highest decision-making body after the Annual General Meeting.
The board of directors is the second-highest decision-making body of the Company after the general meeting. According to the Swedish Companies Act, the board of directors is responsible for the organization of the company and the management of the company’s affairs, which means that the board of directors is responsible for, among other things, setting targets and strategies, securing routines and systems for evaluation of set targets, continuously assessing the financial condition and profits as well as evaluating the operating management. The board of directors is also responsible for ensuring that annual reports and interim reports are prepared in a timely manner. Moreover, the board of directors appoints the CEO.
Members of the board of directors are normally appointed by the annual general meeting for the period until the end of the next annual general meeting. According to the Company’s articles of association, the members of the board of directors elected by the general meeting shall be not less than 3 and not more than 10 members.
According to the Code, the chairman of the board of directors is to be elected by the general meeting and have a special responsibility for leading the work of the board of directors and for ensuring that the work of the board of directors is efficiently organised.
The board of directors applies written rules of procedure, which are revised annually and adopted at the inaugural board meeting every year. Among other things, the rules of procedure govern the practice of the board of directors, functions and the division of work between the members of the board of directors and the CEO. At the inaugural board meeting, the board of directors also adopts instructions for the CEO, including instructions for financial reporting.
The board of directors meets according to an annual predetermined schedule. In addition to these meetings, additional board meetings can be convened to handle issues which cannot be postponed until the next ordinary board meeting. In addition to the board meetings, the chairman of the board of directors and the CEO continuously discuss the management of the Company.
Audit committee
The audit committee shall, without it affecting the responsibilities and tasks of the board of directors, monitor the Company’s financial reporting, monitor the efficiency of the Company’s internal controls and risk management, keep informed of the auditing of the annual report and the consolidated accounts, review and monitor the impartiality and independence of the auditors and pay close attention to whether the auditors are providing other services besides audit services for the Company, and assist in the preparation of proposals for the general meeting’s decision on election of auditors.
Göran Lundgren (Chairman)
Carl Jakobsson
Remuneration committee
The remuneration committee shall prepare matters concerning remuneration principles, remuneration and other employment terms for the CEO and the senior management.
Alireza Etemad (Chairman)
Nina Macpherson
Tender Committee
The Tender Committee is a body within the company’s Board of Directors with the task of preparing for the Board matters relating to submitting, accepting and following up tenders and transactions of major importance.The Tender Committee is mandated by the Board, after separate and individual consideration, to extend the CEO’s authority to submit tenders that have to total value of more than MSEK 30 or contracts with a term of more than five years and to monitor and evaluate the tender process.The Committee regularly reports to the Board and can also address other matters addressed by the Board.The CEO presents reports to the Committee.
Alireza Etemad (Chairman)
Göran Lundgren