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Share 2016-09-27 10:31 RATOS B 39.86 SEK

The Board's formal work plan

Ratos’s Board shall comprise a minimum of four and a maximum of nine members with a maximum of three deputies. At present there are three women Board members. The Board is appointed by shareholders at each Annual General Meeting. The mandate period is thereby one year.

The Board of Directors until the AGM 2017

The 2016 Annual General Meeting resolved that the Board of Directors should comprise seven members with no deputies. Ulla Litzén, Annette Sadolin, Karsten Slotte, Charlotte Strömberg, Jan Söderberg, Per-Olof Söderberg and Jonas Wiström were elected as members of the Board. The Meeting resolved in accordance with the Nomination Committee’s proposal to elect Jonas Wiström as Chairman of the Board.  Read more about the Board members.

The 2016 Annual General Meeting resolved that fees to the Board of Directors should amount to SEK 4,860,000 to be distributed with SEK 1,450,000 to the Chairman and SEK 485,000 to each Board member. The Meeting resolved that extra remuneration in the amount of SEK 150,000 per year should be paid to the chairman and SEK 100,000 per year to members of the Company’s Audit Committee. In addition, renumeration to the chairman and members of the Compensation Committee should amount to SEK 50,000 respectively per year. 

Responsibilities and duties of the Board 

The Board has overall responsibility for Ratos’s organisation and management of its affairs, in the interests of both the company and its shareholders. The Board adopts financial targets and decides on the company’s strategy, business plan, ensures good internal control, risk management and an adequate sustainability programme. The work of the Board is regulated, among other things, by the Swedish Companies Act, the Articles of Association, the Code and the formal work plan adopted by the Board for its work. The Board’s overarching responsibility cannot be delegated but the Board may appoint committees tasked to prepare and evaluate issues ahead of a decision by the Board.

Each year the Board adopts a formal work plan for its work designed to ensure that the company’s operations and financial circumstances are controlled in an adequate manner. The formal work plan describes the special role and duties of the Chairman of the Board, decision-making procedures, instructions for Ratos’s CEO as well as areas of responsibility for the committees. Furthermore, the Board also adopts annually a number of policy documents for the company’s operations.

Chairman of the Board

The main duty of the Chairman of the Board is to lead the work of the Board and ensure that Board members carry out their respective duties. Other areas of responsibility include the following:

  • Responsible for ensuring that the work of the Board is carried out effectively.
  • Ensuring that decisions are made on requisite matters and that minutes are kept.
  • Responsible for convening meetings and ensuring that requisite decision material is sent to Board members.
  • Acting as a contact and maintaining regular contact with the CEO and management.
  • Maintaining regular contact with the auditor and ensuring that the auditor is summoned to attend a meeting in conjunction with the interim report as per September and the year-end report.
  • Ensuring that an annual evaluation is performed of the Board and its members.
  • Evaluating and reporting annually on the work of the CEO.

 

Work of the Board in 2015

During 2015, a total of twelve minuted Board meetings were held: seven ordinary meetings, including one statutory meeting, and four extra board meetings. Board meetings have a recurrent structure with the key items as illustrated below. Information and documentation for decision ahead of Board meetings are usually sent out approximately one week before each meeting.

Extra Board meetings normally examine acquisition and divestment issues as well as financing, and are held when such matters requiring a Board decision arise. Senior executives at Ratos attended board meetings to present specific issues. 

Evaluation of the Board

The Board has decided that an annual evaluation of the work of the Board shall be performed where members are given an opportunity to express their opinions on working methods, Board material, their own and other members’ work and the scope of the assignment. This evaluation is performed every other year internally and every other year with the help of an external consultant. For the 2015 financial year this evaluation was performed with the help of an external consultant. As in evaluations performed in previous years the work of the Board was assessed as functioning very well. All members of the Board are considered to have made a constructive contribution to both strategic discussions and the governance of the company, and discussions are characterised by openness and dynamics. The dialogue between the Board and management was also perceived as very good.

Committees

The Board has established a Compensation Committee and an Audit Committee in order to structure, improve efficiency and assure the quality of work within these areas. The members of these committees are appointed annually at the statutory Board meeting.