The board of directors is the company’s second highest decision-making body after the general meeting of shareholders. In accordance with the Swedish Companies Act, the board is responsible for the management and organisation of the company, which means that the board is responsible for, among other tasks, establishing targets and strategies, ensuring that procedures and systems are in place for the evaluation of set targets, continuously evaluating the company’s earnings and financial position, and evaluating executive management.
The board is also responsible for ensuring that annual reports and interim reports are prepared on time. The board also appoints the CEO. Board members are normally elected 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 board, insofar as it is elected by the general meeting of shareholders, is to consist of at least three (3) members and at most ten (10) members with no deputy members.
In accordance with the Code, the chairman of the board is elected by the general meeting of shareholders and has a special responsibility for managing the board’s work and ensuring that the board’s work is well organised and effectively implemented.
The board follows written rules of procedure, which are revised annually and adopted by the statutory board meeting every year, or otherwise as required. Among other matters, the rules of procedure govern board practice, functions and the division of work between the board members and the CEO and the established committees. In connection with the statutory board meeting, the board also establishes terms of reference for the CEO, including instructions for financial reporting.
The board of directors meets according to an established annual schedule. In addition to these meetings, additional meetings can be convened to address issues which cannot be postponed until the next scheduled board meeting. In addition to the board meetings, the chairman of the board and the CEO continuously discuss the management of the Company.