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Share 2017-08-22 11:03 RATOS B 38.24 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 2018

The 2017 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 2017 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 2016

During 2016, a total of twenty-two minuted Board meetings were held: seven ordinary meetings, including one statutory meeting, and fourteen extra board meetings. Board meetings have a recurrent structure with established key items. Information and documentation for decision ahead of Board meetings are usually sent out approximately one week before each meeting. An external secretary to the Board has taken the minutes of the Board.

Extra Board meetings normally examine acquisition and divestment issues as well as financing, and are held when such matters requiring a Board decision arise. 2016 was a year of great activity in the acquisition of new companies, investments in existing portfolio companies and divestments of companies, the partially new Board carried out a strategic situation analysis that will form the basis for the strategic efforts moving forward, and addressed issues pertaining to the change in CEO. This resulted in intensive Board work, with many board meetings during the year. Senior executives at Ratos attended board meetings to present specific issues.

Evaluation of the Board

The Board annually evaluates the work of the Board in a structured process where members are given an opportunity to express their opinions on working methods and efficiency, Board material, the performance of the members and the scope of the assignment in order to develop the Board’s working methods. For financial year 2016, when some members of the Board were new, a new chairman and new CEO, the evaluation was performed internally with the members answering an anonymous questionnaire and the results of the evaluation have been presented by the Chairman with subsequent discussion on the Board. The results of the evaluation have been reported to the Nomination Committee. The evaluation indicates that the board work is deemed to function well.

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.