The Board’s assignments

The Board is responsible for the company’s organisation and management and is to also make decisions pertaining to strategic issues.

The Board’s working procedures
Due to the significant acquisition and its financing, the Board of Directors held 32 (14) meetings, of which one was a statutory meeting, during 2018. The minutes of the meetings were recorded by the Board’s secretary, who is the Group’s CFO.

Relevant meeting documentation was sent to all members prior to each meeting, which were then held in accordance with the approved agenda. On occasions, other senior executives participated in Board Meetings in a reporting capacity, as necessary. No dissenting opinions to be recorded in the minutes were expressed at any of the meetings during the year. The Board meetings during the year addressed the fixed items of each meeting agenda, such as the year-end financial statement including establishment of dividends, interim reports, budgets, strategies, business situation, financial reporting and investments. In addition to this, at selected Board meetings, issues concerning market development, risk analysis, rules of procedure, policies, the acquisition of FTZ and Inter-Team and the financing of the acquisitions were addressed.

Assignments
In accordance with the requirements of the Code, the Board’s aim was to devote particular attention to establishing overall goals for the operations and decide on strategies by which to achieve these goals and to continuously evaluate the operating management, with the aim of ensuring the company’s governance, management and control. The Board is responsible for ensuring that suitable systems are in place for the monitoring and control of the company’s operations and the risks to the company associated with its operations, that control is implemented of compliance with laws, internal guidelines and other regulations and that the provision of external information is open, objective and relevant. The tasks of the Board also include establishing necessary guidelines for the company’s conduct in society with the aim of securing its long-term value-creating ability.

There are written instructions that regulate the internal rules of procedure in the Board and the distribution of assignments between the Board and the President, and for the reporting process. The instructions are reviewed annually and are primarily: the rules of procedure for the Board’s work, instructions for the President and authorisation regulations.

The Board evaluates its work every year and it is the duty of the Chairman of the Board to ensure that evaluation is performed. In 2018, the Chairman organised a written questionnaire for all Board members. The collective opinion based on the 2018 evaluation is that the Board’s work functioned well and that the Board fulfilled the Code’s requirements regarding assignment of the Board.

The Annual General Meeting resolved, in accordance with the proposal from the Nomination Committee,  to allocate Board fees amounting to SEK 2,345,000, of which SEK 590,000 relates to fees to the Chairman of the Board and SEK 330,000 relates to the Executive Vice Chairman, and also SEK 285,000 relates to fees to each of the other Board members. Furthermore, fees for Committee work are to be paid as follows: SEK 70,000 to the Chairman of the Audit Committee, SEK 40,000 to each of the other members of the Audit Committee, SEK 40,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members of the Remuneration Committee.

Board members elected

The board consists of John S. Quinn (Chairman), Helena Skåntorp (Executive Vice Chairman), Eivor Andersson, Kenny Bräck, Joseph M. Holsten, Magnus Håkansson and Arja Taaveniku. All members are independent of the company and its management. Five of the members are independent in relation to major shareholders. The President and CEO is not a Board member nor any other member of the Group Management.