Board of Directors
The board is elected by the shareholders to serve a mandate period beginning at the AGM and ending at the close of the AGM in the following year. On behalf Investor’s owners, the board administers the company by establishing goals and strategies, evaluating the operational management and ensuring that systems are in place for following up and checking established goals. The board is also responsible for ensuring that accurate information is released to the company’s stakeholders, that laws and regulations are complied with and that ethical guidelines and internal policies are in place. Investor’s board forms a quorum when more than half of the members are present.
The Articles of Association state that Investor’s board shall consist of no less than three and no more than 11 directors. The AGM decides the exact number of members. The board is assisted by a secretary who is not a member of the board. Board members are to devote the time and attention to Investor that their assignment demands. Each board member is responsible for requesting any supplementary information that he/she might feel is necessary for making well-based decisions. New board members learn about Investor’s business operations by attending a comprehensive internal orientation course involving, for example, meetings with all of Investor’s departmental managers. Board members are continuously updated on new regulations, practices and statutory requirements that may affect the business.
Chairman of the board
The AGM appoints the chairman of the board. The duties of the chairman include organizing and leading the work of the board and ensuring that the board regularly updates and improves its knowledge of the company, communicating views from the owners and serving as support for the president. The chairman and the president produce proposals for the agenda of board meetings. The chairman verifies that that board’s decisions are implemented efficiently and is also responsible for ensuring that the work of the board is evaluated annually and that the Nomination Committee is informed of the result of this evaluation.
In addition to his active involvement in Investor, board chairman Jacob Wallenberg is also involved in a number of other companies and is a member of a number of international organizations. He has built up an extensive international network and participates in work on various policy issues, for example within the European Round Table (ERT), The Peterson Institute and The World Economic Forum’s Business Council.
Formal work plan for the Board of Directors
In addition to laws and recommendations, the work of the board is governed by a formal work plan. The board reviews its formal work plan annually and adopts it via a decision of the board. The formal work plan is divided into five sections in order to define clearly and regulate the practices and tasks of the board. The five sections consist of the board’s formal work plan and instructions to the president, the Remuneration Committee, the Audit Committee and the Finance and Risk Committee.
The work plan states, among other things, that:
- the board shall meet at least five times per year, and in the event of urgent matters, a board meeting may take the form of a telephone or video conference,
- the president is empowered to sign the company’s interim reports and year-end report,
- certain items of business are to be taken up at each meeting and that special decisions are to be made at the statutory board meeting following the election of members,
- board members shall receive documentation regarding matters to be dealt with at board meetings in good time prior to the meeting, and be provided with a monthly report on the company’s operations and development, and
- auditors shall be invited to report on their auditing work during at least one board meeting that is not attended by representatives for the company’s management.
The formal work plan also describes how minutes of board meetings are to be prepared and distributed to members, and how the board is to be informed in connection with the issue of press releases, or example. The work plan also contains guidelines for decisions that can be delegated to the president.
Investor’s board continuously evaluates the president’s work by monitoring the development of the business in relation to established goals. A formal performance review is made once a year and discussed with the president. The board’s work is evaluated once a year by requesting board members to answer a questionnaire anonymously which is summarized by the secretary of the board. The results of the evaluation are discussed with the board. The chairman also has individual discussions with each board member about the board work for the year.
Information updated 2008-06-19 08:06:39