The Catella AB board shall consist of six ordinary board members with no deputies. At the annual general meeting 2023, Samir Kamal and Sofia Watt were elected as new board members and Johan Claesson, Tobias Alsborger, Johan Damne and Anneli Jansson were re-elected as board members, for the period until the next annual general meeting. The board comprises Johan Claesson, Tobias Alsborger, Johan Damne, Anneli Jansson, Samir Kamal and Sofia Watt. The annual general meeting further resolved to re-elect Johan Claesson as chairman of the board.
The board of directors is responsible for the organisation and management of the group in accordance with the Swedish Companies Act and for appointing the president and chief executive officer and the audit and compensation committees. The board also decides on pay and other compensation to the president and chief executive officer and other members of group management. The board has adopted an charter, which includes the establishment of the audit and remuneration committees. The board has also adopted an instruction for financial reporting, an instruction to the CEO and new and updated policies. The charter regulates matters including the duties of the chairman of the board, the business to be addressed at each board meeting and business to be addressed at specific points during the year. The board assures the quality of financial reporting through a series of group policies, rules of procedure, frameworks, clear structures with defined areas of responsibility and documented authority.
Work of the Board of Directors in 2022
The Board held 15 meetings (14) in 2022, of which 3 (4) were held by telephone. Each Board member’s participation in
these meetings is presented in the table below. All meetings in the year followed an agenda that, alongside documentation relating to each point on the agenda, was provided to Board members in good time before Board meetings.
In addition to operating activities, questions relating to review of Group-wide policies, governance of subsidiaries and
associated companies and investments and divestments in the Principal Investments business area were the subject of particular focus during the year. The Chairman presided over the work of the Board of Directors and maintained continuous contact and dialogue with the Company’s CEO. The Board met with the Company’s auditor on one occasion in the year without any member of management being present and obtained their opinions on the Company's financial reporting and internal control. Minutes of Board meetings are recorded by the Company’s Head of Group Legal. The minutes were verified by the Chairman and one Board member.
Evaluation of the work of the board of directors
The board evaluated its work annually, using a systematic and structured process, with the aim of developing the board’s working methods and efficiency. The result of this evaluation is reported to the nomination committee. More information about the evaluation of the board’s work during 2022 is presented in the corporate governance report.
Renumeration to the Board of Directors
The annual general meeting 2023 resolved that remuneration to the board shall be paid with a total of SEK 2,947,000, of which SEK 615,000 to the chairman of the board, SEK 380,000 to each of the other board members and, for work in the committees, SEK 140,000 to the chairman of the board’s audit committee and SEK 108,000 to each of the other two members as well as SEK 43,000 to the chairman of the board’s remuneration committee and SEK 33,000 to the other member.