Responsibility for the management of the company and the proper organization of its operations is invested in the company’s Board of Directors, which has between five and eight members. Board members serve for one year at a time and are elected by a General Meeting. The Board of Directors is responsible for ensuring that a proposal to be put before a General Meeting concerning the election of a new member to the Board, of which it is aware, is published in the notice of meeting provided that the proposal is supported by at least 10% of the votes carried by the company’s shares, and that the proposed individual has given his/her written consent. After publication of the notice of meeting, the names of the candidate members will be announced separately provided that the conditions mentioned above are met.
The Board elects a chairman and deputy chairman from among its members. The Board steers and supervises the company’s operations, and decides on policies, goals and strategies of major importance. The principles applied by the Board in its regular work are set out in the Rules of Procedure approved by the Board. The Board has also approved the rules of procedure applied by the Board’s committees setting out the main tasks of the committees and their working principles.
The Board considers all the matters stipulated to be the responsibility of a board of directors by legislation, other provisions, and the company’s Articles of Association. The most important of these are;
• the annual and interim financial statements,
• the matters to be put before General Meetings of share holders,
• the appointment of the President and CEO,
• the appointment of the Executive Vice President and the CEO’s deputy,
• and the organization of financial supervision in the company.
The Board is also responsible for considering any matters that are so far reaching with respect to the area of the Group’s operations, that they cannot be considered to fall within the scope of the Group’s day-to-day administration. Examples of these matters are;
• approval of the Group’s strategic plan and long-term goals,
• approval of the Group’s annual business plan and budget,
• decisions concerning investments, acquisitions or divestments that are significant or that deviate from the Group’s strategy,
• decisions to raise loans and the granting of security or similar collateral commitments when their size is significant,
• risk management principles,
• the Group’s organizational structure,
• appointment of the company’s Board of Management and approval of their remuneration and pension benefits,
• monitoring and assessing the performance of the President and CEO,
• approval of the company’s management principles and steering systems,
• appointment of the Board of Directors’ committees,
• the granting of donations to good causes.
In addition to matters requiring its decision, the Board is also given updates at its meetings on the Group’s operations, financial position and risks.
The Board also conducts a self-assessment of its performance once a year. The purpose of this assessment is to establish how the Board has executed its tasks during the year and to act as a basis when assessing how the Board functions. The Board of Directors convenes 7–10 times a year following a predetermined schedule. In addition to these meetings the Board convenes as necessary.
