Board of directors work
The board has the overall responsibility for the company’s organisation and management by continuously following up the operations and internal control.
After the Annual General Meeting, the Board is the Company’s highest decision-making body. The Board is also the Company’s highest executive body and the Company’s deputy. Furthermore, in accordance with the Swedish Companies Act, the Board is responsible for the Company’s organisation and management of the Company’s affairs, shall continuously assess the Company’s and the Group’s financial situation and ensure that the Company’s organisation is designed so that accounting, asset management and the Company’s financial conditions are otherwise controlled in a satisfactory manner. The Chairman of the Board has a special responsibility to lead the Board’s work and ensure that the Board fulfils its statutory tasks.
In accordance with the Articles of Association, the company’s Board must consist of a minimum of four and a maximum of eight ordinary members without deputies. The members of the Board are elected annually at the Company’s Annual General Meeting for the period until the next Annual General Meeting has been held. There is no limit to the time a Board member can sit on the board. The company’s Board currently consists of five members, including the chairman. More information about the Board members can be found above under the section “Board, senior executives and auditors”.
It is the Board’s responsibility to answer for the Company’s overall goals and strategies, ensure that the Company’s compliance with laws and other rules that apply to the Company’s operations is achieved with satisfactory control, ensure that the Company’s internal guidelines are complied with and to monitor major investments. It is also the Board’s responsibility to ensure that the Company’s information to the market and investors is characterised by openness and is correct, relevant and reliable, and that the Company’s CEO is appointed, evaluated and, if necessary, dismissed.
In accordance with the Swedish Companies Act, the Board has established a set of rules of procedure for its work, which must be evaluated, updated and re-established annually. The rules of procedure also have an established annual plan that contains certain fixed decision points as well as certain decision points if necessary, according to which the Board meets.
The Board has the right to establish committees in a certain area with the task that the committee shall prepare and in certain cases decide on specific issues. The Board’s responsibility for the decisions handled within the committee still remains. If there are committees for specific issues established by the Board, the Board’s rules of procedure must state which tasks and which decision-making power the Board has delegated to the committees, as well as how the committees must report to the Board.
The Board has decided to establish an audit committee in accordance with the Swedish Companies Act and a remuneration committee in accordance with the Code and has adopted rules of procedure for the committees.
We have two committees. An audit committee and a remuneration committee.
Composition of the board
The Board currently consists of five members who are appointed at the General Meeting.
Internal control and risk management
The Board’s responsibility for internal control is regulated in the Swedish Companies Act, the Annual Accounts Act (which requires that information on the most important elements of the Company’s system for internal control and risk management in connection with financial reporting each year must be included in the corporate governance report) and the Code. The Board shall, among other things, ensure that the Company has good internal control and formalised routines that ensure that established principles for financial reporting and internal control are complied with and that there are appropriate systems for follow-up and control of the Company’s operations and the risks associated with the Company and its operations.
The overall purpose of the internal control is to reasonably ensure that the Company’s operational strategies and goals are followed up and that the owners’ investments are protected. The internal control shall further ensure that the external financial reporting is reasonably reliable and prepared in accordance with good accounting practice, that applicable laws and regulations are complied with and that other requirements for listed companies are complied with.
Internal governance and control within the Company is based on a structure of governing documents, processes and defined roles and areas of responsibility. This structure is based on the internationally accepted framework COSO (The Committee of Sponsoring Organisations of the Treadway Commission). COSO is based on five interacting components that together form the basis for good internal governance and control; control environment, risk assessment, control activities, information and communication as well as follow-up. The mentioned parts are described in more detail below.