The Work of the Board of Directors

The Board’s responsibility
Nobina’s Board is responsible for the organisation and administration of the company’s affairs. One of the Board’s most important assignments is to secure a long-term strategy, governance, follow-up and control of Nobina’s daily operations with the aim of creating value for shareholders, customers, employees and other stakeholders. The Board appoints the CEO, who is also President.

Composition of the Board of Directors
During the 2015/2016 financial year, the Board consisted of six members; John Allkins, Birgitta Kantola, Graham Oldroyd, Gunnar Reitan, Ragnar Norbäck and Chairman Jan Sjöqvist.

At the AGM on 31 May 2016 Jan Sjöqvist, John Allkins, Birgitta Kantola, Graham Oldroyd and Ragnar Norbäck were re-elected as members of the Board of Directors and Axel Hjärne was elected as a new member of the Board of Directors. Jan Sjöqvist was re-elected as Chairman of the Board.

All Board members are independent in relation to major shareholders in the company. All Board members, except Ragnar Norbäck, are independent in relation to the company and its management.

Work performed by the Board during the year 2015/16
The Board met thirteen times during the financial year 2015/16. At meetings held during the financial year, the Board dealt with issues including the company’s operations, business plan, financial reporting, risk analysis and IPO. The Board evaluates its work once each year by responding to an anonymous survey and the Chairman of the Board presents the survey results to the Board.

Remuneration Committee
The Remuneration Committee currently has two members: Jan Sjöqvist (Chairman) and Graham Oldroyd. The Remuneration Committee met twice during the financial year 2015/16.

The main tasks of the Remuneration Committee include: (a) preparing questions for the Board regarding the remuneration and other terms of employment of senior executives, (b) monitoring and evaluating the applicable remuneration structures, levels of remuneration and variable remuneration programmes for such senior executives and (c) monitoring and evaluating the results of variable remuneration programmes and how the company complies with the remuneration guidelines adopted by the general meeting.

Audit Committee
During the financial year 2015/16 the Audit Committee consisted of John Allkins (Chairman), Birgitta Kantola and Gunnar Reitan. The Audit Committee meets ahead of all Board meetings in connection with the interim reports. The Committee met three times during the financial year 2015/16. The Audit Committee consists currently of John Allkins (Chairman), Birgitta Kantola and Axel Hjärne.

The tasks of the Audit Committee include:
(a) monitor the company’s financial reporting,
(b) monitor the company’s internal controls, internal auditing and risk management based on the company’s financial reporting
(c) keep informed about the auditing of the Annual Report and the Group’s short and long-term cash flow trends,
(d) review and monitor the impartiality and independence of the auditor, with a particular focus on whether the auditor is providing the company with any services other than auditing, and
(e) provide support in the preparation of proposals for the general meeting’s resolutions regarding the election of auditors.

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