In accordance with the Swedish Code, the principle tasks of the Board include:
• Establishing the overall goals and strategy of the Company;
• Appointing, evaluating and, if necessary, dismissing the chief executive officer;
• Ensuring that there is an appropriate system for follow-up and control of the Company’s operations and the risks to the Company that are associated with its operations;
• Ensuring that there is a satisfactory process for monitoring the Company’s compliance with laws and other regulations relevant to the Company’s operations, as well as the application of internal guidelines; and
• Ensuring that the Company’s external communications are characterized by openness and that they are accurate, reliable and relevant.
Rules of Procedure
The Board has adopted Rules of Procedure for its internal activities, which include rules regarding the number of Board meetings, matters to be handled at regular Board meetings and the duties of the Chair of the Board. These Rules of Procedure are updated and adopted by the Board each year at the “Statutory Board Meeting” which is normally held immediately after the AGM. The Chair shall also ensure that the Board evaluates the President and CEO on a regular basis, at least once a year.
The Board has also issued written instructions specifying when and how information required to enable the Board to evaluate the Company and the Group’s financial position shall be reported to the Board, as well as the distribution of duties between the Board and the President and CEO. The duties of the Board are partly exercised through its Audit Committee and Remuneration Committee. The Board has adopted charters for each such Board committee, which charters are periodically updated and approved by the Board.
The Chair of the Board ensures that the Board’s work and procedures are evaluated and discussed with Board members annually, and are brought to the attention of the Nomination Committee with the aim of developing the Board’s working methods and efficiency. In 2015, such evaluation was conducted principally through a combination of individual interviews and a detailed Board questionnaire. The results of such evaluation were presented to, and discussed with, the Nomination Committee as well as to the full Board. Evaluation of the Chair of the Board shall also be carried out annually. The Board members elected by the AGM fulfil the independence criteria set out by the Swedish Code, which requires that a majority be independent of the Company’s management, and that at least two of those be independent as to the Company’s largest shareholders.
According to the Board’s Rules of Procedure, the Board shall hold at least four ordinary meetings and one statutory meeting per calendar year. In 2015, the Board held nine meetings, of which three were by telephone, two were held in Huskvarna, Sweden, and four were held in Stockholm, Sweden.
At Board meetings, the Company’s President and CEO, the Company’s CFO and the Company’s General Counsel are present. The General Counsel serves as the Board’s secretary and records the minutes of the Board meetings. Other members of Group Management or other senior managers of the Company may also be asked to attend and report on significant matters.
When relevant and at least quarterly, Group Management presents forecasts and key performance indicators, providing the Board with an overview of the financial development and expectations of the Company. The Company’s budget is reviewed and approved once a year, generally in the fall. The Board also reviews the Company’s significant litigations and follows up on the Company’s compliance work.
In addition, the Company’s external auditors meet with the Board once a year, without participation of the members of Group Management.
|Attendance at Board and Committee meetings during 2015|
|Board||Audit Committee||Remuneration Committee|
|Lars Westerberg 1)||3/3||1/1|
|Tom Johnstone 2)||9/9||6/6|
|David Lumley 3)||6/9||2/5|
|Carita Spångberg 4)||9/9|
|Lotta Widehäll 4)||9/9|
|1) Resigned at the 2015 AGM, remuneration presented during 2014.|
|2) Board Chair as of the 2015 AGM.|
|3) Committee member as of the 2015 AGM.|