The board of directors is the second-highest decision-making body of the Company after the shareholders’ 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 shareholders’ meeting for the period until the end of the next annual shareholders’ meeting. According to the Company’s articles of association, the members of the board of directors elected by the shareholders’ meeting shall be not less than three and not more than ten members and no deputy members.
According to the Code, the chairman of the board of directors is to be elected by the shareholders’ 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 organized.
The board of directors applies written rules of procedure, which are revised annually and adopted by 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 as well as between the board of directors and its committees. 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.
Currently, the Company’s board of directors consists of seven ordinary members elected by the shareholders’ meeting, who are presented in section “Board of directors, executive management and auditor”.