The board of directors is the highest decision-making body of the Company after the shareholders’ meeting and the Company’s highest executive body. 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 Company’s earnings and financial position as well as evaluating the operating 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 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 one and not more than ten members.
According to the Code, the chairman of the board of directors is to be elected by the annual 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 well organized and efficiently performed.
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 and also between the board of directors and its various committees. In conjunction with the inaugural board meeting after every annual shareholders’ 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.
The audit committee shall, among other things, without prejudice to the responsibilities and tasks of the board of directors monitor the Company’s financial reporting, monitor the efficiency of the Company’s internal control, internal auditing and risk management, keep itself informed of the auditing of the annual report and the consolidated accounts, review and monitor the impartiality and independence of the auditor, keep itself informed of the result of the Supervisory Board of Public Accountants’ quality control of the Company’s auditor and pay close attention to whether the auditors are providing other services besides audit services for the Company. The committee also has the task of evaluating the audit work and providing this information to the nomination committee and assisting the nomination committee in the preparation of proposals regarding the election of auditors and auditors’ fees.
The audit committee meets at least four times a year in conjunctions with the financial reporting and a fifth time in the fourth quarter. The work of the committee is reported back to the board of directors at the following board meeting.
Pia Rudengren (Chairman)Anders Bulow
Patrik Adolfson (accountant)
Eva Medbrandt (accountant)
The remuneration committee shall prepare proposals concerning remuneration principles and remuneration and other employment terms for the CEO and the executive management. The committee shall also monitor and evaluate the variable remuneration for the executive management and evaluate the application of proper guidelines in regards to remuneration for the executive management. The work of the committee is reported back to the board of directors at the following board meeting.
Johan Andersson (Chairman)
The Board has also appointed a new committee on issues relating to quality, study results and digitization.
Håkan Sörman (Chairman)
Sofia Lundström (employee representative)
Anders Lövgren (employee representative)
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