About the Board

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. . Decisions are made after an open discussion led by the Chairman. 

Evaluation

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 on at least one meeting without his presence.

Audit Committee

The Audit Committee consists of Ragnhild Wiborg (Chair), Geeta Gopalan and Philip Thomas.

The Audit Committee has a preparatory role and reports its work to the Board of Directors. The duty of the Audit Committee is, among other things, to supervise the Group’s financial reporting and to monitor the efficiency in the Group’s internal controls and internal auditing. 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.

Risk Committee

The Risk Committee consists of Geeta Gopalan (Chair), Philip Thomas and Ragnhild Wiborg.

The Risk Committee supports the Board in monitoring that the Company and the Group are organised and managed in such a way that their overall risks related to e.g. strategic, operational, compliance and financial risks are in all aspects controlled in a satisfactory manner in accordance with external laws and regulations and internal rules.

Remuneration Committe

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.

Transformation Committee

The Transformation Committee consists of Debra Davies (Chair), Michel van der Bel and Magnus Lindquist, and the Commitees 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.