The Board
The Board of Directors and its work in 2011
The Board is elected by the Annual General Meeting and proposed by the nomination committee. The Board is ultimately responsible for the management of the company, monitoring the Chief Executive Officer and continuously following developments in operations as well as the reliability of the company’s internal control. The Board also decides on significant changes in the organization, investments and divestitures, adopts the budget and approves the annual accounts. The Board is ultimately responsible for ensuring that the Group has adequate systems for internal control, that the accounts are prepared and that they are reliable when published. The Group and its Group Management have several methods to control the risks connected to operations. The Board supports Group Management by continually monitoring and identifying business risks in a structured manner as well as steering the work in the Group in how it handles the most significant risks. In conclusion this constitutes the Board’s responsibility for corporate governance.
In accordance with Elanders’ articles of association the Board of Directors should consist of at least three and no more than nine members with a maximum of two deputies. In 2011 the Board consisted of eight members without deputies: Carl Bennet, Chairman, Tore Åberg, Vice Chairman, Göran Johnsson, Cecilia Lager, Magnus Nilsson, Hans-Olov Olsson, Kerstin Paulsson and Johan Stern. In addition, employees were represented by Lilian Larnefeldt, and Tomas Svensson. Lena Hassini and Olle Zetterquist are deputies to the employee members. All the members of the Board elected by the Annual General Meeting have an independent relationship to the company except Magnus Nilsson. Göran Johnsson, Cecilia Lager, Hans-Olov Olsson, Kerstin Paulsson and Tore Åberg are independent in relationship to the company’s largest owner. Carl Bennet is dependent with regards to the shareholder Carl Bennet AB where he is Chairman of the Board and owner. Johan Stern is also dependent in relation to Carl Bennet AB where he is a member of the Board.
The Board has produced and adopted a formal work plan that regulates the division of responsibility between the Board, its Chairman and the Chief Executive Officer. It also includes a general meeting plan and instructions on financial reports as well as the other matters that must be put before the Board. The work plan is revised once a year or as needed.
The Board has seven ordinary meetings per year; four of them in conjunction with the annual accounts and interim reports, a meeting dedicated to strategic matters, a meeting to adopt the coming year’s budget and a constitutional meeting following the Annual General Meeting. In addition, the Board is called to further meetings as needed. The Group’s external auditors participate in the meeting that deals with the report for the first nine months of the year as well as the meeting regarding the annual accounts to report on all the results of their audit.
The Board followed the meeting plan for the year. The Board also met once to handle matters concerning remuneration for senior officers. The Board has otherwise been involved primarily in assessing market conditions, external circumstances and Elanders’ business position as well as the Group’s strategic expansion.
At the constitutional meeting of the Board the formal work plan and instructions for the Chief Executive Officer are reviewed and the customary decisions concerning authorized signatories are taken. In addition, the work plans for the remuneration and audit committees are adopted and their members appointed. At the constitutional meeting of the Board after the Annual General Meeting 2011 Tore Åberg was made Vice Chairman. The Board in its entirety is authorized to sign for the company as well as two of the following persons together: the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer. At the meeting concerning the financial statements the Board met the auditors without the presence of the CEO or any other member from Group Management. The Board travels as often as possible to visit and hold its meetings in one of the Group’s subsidiaries in Sweden or abroad. The Board members’ remuneration and presence is presented in detail in the table on page 75 in the Annual Report for 2011.
The Chairman of the Board
The Chairman leads and organizes the Board and is responsible for making sure the Board meets its responsibilities and that the members receive the information necessary to ensure the work done by the Board is of high quality and performed according to legal stipulations and the contract with the stock exchange. The Chairman of the Board must also make sure that during the year an evaluation of the Board’s work is carried out and that the nomination committee is informed of the results. The evaluation is carried out in the form of a questionnaire and encompasses the Board’s composition, remuneration, materials, administration, work methods, meeting content, reports from the committees and education. The evaluation is on a scale of 1–5, where the highest grade is 5. The average score in 2011 was 4.70 (4.63). In addition, the Chairman of the Board represents the company in ownership matters and communicates viewpoints from the owners to the Board. The Chairman of the Board is elected by the Annual General Meeting. Carl Bennet has been the Chairman of the Board since 1997.
Last updated:
4/30/2012
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