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
In 2019, the Board held 10 meetings (32) of which 1 was an independent board meeting. The minutes of the meetings were recorded by the Board’s secretary, who is the Group’s CFO. As in previous years, independent board meeting were held for issues that might involve conflicts of interest, in which the board members representing LKQ Corporation did not participate, and separate confidential minute was written.
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, internal control and policies were addressed.
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 CEO, 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 2019, the Chairman organised a written questionnaire for all Board members. The collective opinion based on the 2019 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, that directors’ fees of SEK 620,000 shall be paid to the Chairman of the Board, SEK 400,000 to the Vice Chairman of the Board, and SEK 300,000 to each of the other directors elected by the Annual General Meeting. The following fees shall be paid for committee work: SEK 120,000 to the Chairman of the Audit Committee and SEK 50,000 to each of the other members of the Audit Committee, and SEK 45,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members of the Remuneration Committee.