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Share 2018-10-22 15:01 RATOS B 31.84 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 two 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 2019

The 2018 Annual General Meeting resolved that the Board of Directors should comprise six members with no deputies and to re-elect Board members Per-Olof Söderberg, who was also elected as Chairman of the Board, Ulla Litzén, Annette Sadolin, Karsten Slotte, Jan Söderberg and Jonas Wiström (CEO). Charlotte Strömberg has declined re-election. Read more about the Board members.

The 2018 Annual General Meeting resolved that fees to the Board of Directors should be distributed with SEK 970,000 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, decides on the company’s strategy and business plan, and ensures good internal control, risk management and an adequate sustainability programme. The work of the Board is regulated by, among other things, 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 and reporting 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 and ensures that there is satisfactory control of the company’s compliance with laws, rules and internal guidelines. The Board ensures compliance through various tools including Ratos’s annual risk management process and assurance mapping – in which responsibility for and validation of internal processes and identified risks are clarified – and through the committees formed in 2017 comprising senior executives, which address a number of important matters related to insider issues, sustainability issues and personal data issues.

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:

  • ensuring that the work of the Board is carried out effectively
  • ensuring that decisions are made on requisite matters and that minutes are kept
  • 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
  • acting as a contact with the owners regarding ownership issues
  • maintaining regular contact with the auditor and ensuring that the auditor is summoned to attend a meeting in conjunction with the interim report for June and the year-end report
  • ensuring that the Board continuously updates and deepens its knowledge about the operations
  • ensuring that the Board’s work is evaluated by the Board members annually


Work of the Board in 2017

During 2017, a total of 13 minuted Board meetings were held: eight ordinary meetings, one statutory meeting, and four 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 up to and including the Board meeting on 16 August 2017, after which Ratos’s general counsel has taken over the role of secretary for the Board of Directors.

Extra Board meetings normally examine acquisition and divestment issues as well as financing, and are held when such matters requiring a Board decision arise. 2017 was a year of great activity in terms of the divestment of companies, modifications to Ratos’s strategy, the redemption of preference shares and addressing issues pertaining to the change in CEO. 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 the 2017 financial year, 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. Furthermore, the Chairman of the Nomination Committee held individual interviews with each Board member. 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, and to prepare the Board’s decisions within these areas. The members of these committees are appointed annually at the statutory Board meeting.