The board of directors is the second-highest decision-making body of the company after the shareholders’ meeting. 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 financial condition and profits as well as evaluating the operating management. The board of directors is also responsible for ensuring that annual reports and interim reports are prepared in a timely manner. Moreover, the board of directors 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 at least three (3) and not more than ten (10) members without deputy members.
According to the Code, the chairman of the board of directors is to be elected by the 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 efficiently organized.
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, its functions, and the division of work between the members of the board of directors 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 discusses the management of the company.
Internal control comprises the control of the company’s and the group’s organisation, procedures and support 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 incorporating information and business systems. The group identifies, assesses and manages risks based on the group’s vision and goals. 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 are responsible for internal control. Processes managing the business and delivering value shall be defined within the business management system. The CEO and the CFO are 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 annually be performed and reported to the board of directors. The CFO is responsible for the self-assessment process, which is facilitated by the internal controls function. In addition, the review of the risk and internal controls system are carried out in accordance with the plan and risk policy agreed with the board of directors and group management.