Work of the Board of Directors
The Board is, after the Annual General Meeting, the Company’s highest decision-making body. The Board’s tasks are stated in the Swedish Companies Act, the Company’s Articles of Association and the Code. The latter will become applicable to the Company after the Company’s shares have been admitted to trading on Nasdaq Stockholm. The Board’s work is also governed by written rules of procedures that are adopted annually. The rules of procedures regulate, among other things, the division of work and the division of responsibilities between the Board, the Chairman of the Board and the CEO. The Board also establishes instructions for the Board’s committees, for the CEO and for financial reporting.
The Board is responsible for the Company’s organization and management of the Company’s affairs, which includes responsibility for establishing overall, long-term strategies and goals, budget and business plans, establishing guidelines to ensure that the Company’s operations create long-term value, review and approval of financial statements, decision making in matters concerning investments and sales, capital structure and dividend policy, development and adoption of central policies, supervision of control systems for monitoring compliance with policies and guidelines, supervision of systems for monitoring and controlling the Company’s operations and risks, significant changes in The Company’s organization and operations, appointment of the Company’s CEO and determination of salary and other employment benefits for the Company’s CEO and other senior executives, in accordance with guidelines adopted by the Annual General Meeting for remuneration to senior executives.
Normally, board members are 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 number of Board members elected by the Annual General Meeting shall be a minimum of three and a maximum of five without deputies.
According to the Code, the Chairman of the Board shall be elected by the Annual General Meeting and shall ensure that the Board’s work is conducted efficiently and that the Board fulfills its duties.
The board meets according to an annual predetermined schedule. In addition to these meetings, additional board meetings can be called to deal with issues that cannot be postponed until the next regular board meeting. In addition to the Board meetings, the Chairman of the Board and the President have an ongoing dialogue regarding the management of the Company.