Board of director’s work

The board has the overall responsibility for the company’s organisation and management by continuously following up the operations and internal control.

The board of directors is the second-highest decision-making body of the company after the general meeting. According to the Swedish Companies Act, the board of directors is responsible for the company’s organisation and management, which means that the board of directors is responsible for, inter alia, setting targets and strategies, securing routines and systems for evaluation of set targets, continuously assessing the company’s financial condition and profits, and evaluating the operational management. The board of directors is also responsible for ensuring that the annual report and interim reports are prepared in a timely manner. The board of directors also appoints the company’s CEO.

Members of the board of directors are normally 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 members of board of directors elected by the general meeting shall be not less than one (1) and not more than ten (10) members with not more than three (3) deputy board members.

According to the Code, the chairman of the board of directors is to be elected by the annual general meeting and have a special responsibility for leading the work of the board of directors and for ensuring that the board of directors’ work is well-organised and conducted efficiently.

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 and the CEO. 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.

Audit committee

The company has an audit committee consisting of three members: Pernilla Valfridsson (committee chairman), Hans Stråberg and Ola Carlsson. The audit committee shall, without it affecting the responsibilities and tasks of the board of directors, monitor the Company’s financial reporting, monitor the efficiency of the Company’s internal controls, internal auditing and risk management, keep informed of the auditing of the annual reports and the consolidated accounts, review and monitor the impartiality and independence of the auditor and pay close attention to whether the auditors are providing other services besides audit services for the Company, and assist in the preparation of proposals for the general meeting’s resolution on the election of auditors.

Remuneration committee

The Company has a remuneration committee consisting of three members: Hans Stråberg (committee chairman), Stefan Linder and Michael Forsmark. The remuneration committee shall prepare matters concerning remuneration principles, remuneration and other employment terms for the CEO and the executive management.

Internal control

Internal control comprises the control of the company’s and the group’s organisation, procedures and supporting measures. The objective is to ensure that reliable and accurate financial reporting takes place, that the company’s and the group’s financial reporting is prepared in accordance with law and applicable accounting standards, that the company’s assets are protected and that other requirements are fulfilled. The system for internal control is also intended to monitor compliance with the company’s and the group’s policies, principles and instructions. Internal control also comprises risk analysis and follow-up of incorporated information and business systems. The group identifies, assesses and manages risks based on the Group’s vision and objectives. Risk assessment of strategic, compliance, operational and financial risks shall be performed annually by the CFO and presented to the audit committee and the board of directors.

The board of directors and the board’s audit committee are responsible for internal control. Processes managing the business and delivering value shall be defined within the business management system. The CEO is responsible for the process structure within the Group.

A self-assessment of minimum requirements of defined controls mitigating identified risks for each business process shall be annually performed and reported to the audit committee and the board of directors. The CFO is responsible for the self-assessment process, which is facilitated by the internal control function. In addition, the internal control function performs reviews of the risk and internal control system pursuant to the plan agreed with the board of directors and Group management.