In accordance with an AGM resolution, the Board of Directors should consist of five ordinary members with no deputies. The AGM on 27 May 2019 resolved to re-elect Johan Claesson, Johan Damne, Jan Roxendal, Joachim Gahm and Anna Ramel as members for the period until the next AGM. Johan Claesson was elected 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 2018
The board held 16 meetings (12) in 2018, of which 5 (3) were held by telephone. The ceo, Knut Pedersen, reported to the board but did not serve as a director. Knut Pedersen attended all board meetings. In addition to ongoing operations, matters related to the development of the Property Investment Management and Banking business areas, strategy and operational coordination and risk and compliance issues were accorded particular focus during the year. The chairman presided over the work of the board of directors and maintained continuous contact and dialogue with the CEO. The board met with the auditors once to receive their opinions on the company's financial reporting and internal control. Minutes at all board meetings in 2018 were recorded by the company’s coo, Head of Group Legal and Compliance or an external lawyer. The minutes were verified by the chairman and one director. A review of the board’s work and decisions during the year is presented below.
Evaluation of board performance
The chairman is responsible for evaluating the work of the board through interaction with individual directors and has ensured that the assessments were provided to the Nomination Committee.
Compensation to the Board of Directors 2018/2019
The AGM 2019 resolved that remuneration to the board shall total SEK 2,370,000.
- of which the chairman of the board shall receive SEK 570,000 (SEK 570,000) and other board members SEK 350,000 (SEK 350,000) each.
- of which fees for service on the board audit committee in the amount of SEK 130,000 (SEK 130,000) to the chairman of the committee and SEK 100,000 (SEK 100,000) each to the other members of the committee.
- of which fees for service on the board compensation committee in the amount of SEK 40,000 (SEK 40,000) to the chairman of the committee and SEK 30,000 (SEK 30,000) to the other member of the committee.
See Note 11 concerning directors’ fees paid during the 2018 financial year.