Board of Directors
The Board’s work is regulated by the Swedish Companies Act, the Articles of Association, the Code and the Rules of Procedure established annually. Nobina’s Board is responsible for the organisation and administration of the Group’s work. One of the most important assignments is to secure a long-term strategy, governance, follow-up and control of Nobina’s daily operations to create value for shareholders, customers, employees and other stakeholders. The Board of Directors also appoints Nobina’s President, who is also CEO.
The current Articles of Association state that the Board is to comprise not less than three and not more than ten Board members. The Board is to have an appointed Chairman, who, under Swedish law, may not simultaneously serve as the company’s CEO. According to the Code, the Chairman shall be elected by the Annual General Meeting. Currently, the Board members are independent in relation to major shareholders in the company. All Board members are also independent in relation to the company and its management.
The Board’s work follows an annual cycle, which enables it to maintain a focus on value creation, strategic issues and continuous risk assessments. Meetings are normally convened by notice being sent not later than one week prior to the meeting. Questions and material that the Board are to discuss and, where relevant, resolve on, are attached to the notification. Nobina’s CFO and the General Counsel, who is also Secretary to the Board, participate at all Board meetings. Other Nobina employees can sometimes participate to present various matters during Board meetings. Generally during the year, the Board deals with issues including the company’s operation, risk analysis, strategy, financial reporting and the business plan. Once a year, the Board evaluates its work by its members responding to an anonymous survey, with the Chairman of the Board subsequently reporting the result. The Board of Directors also evaluates the company’s CEO and his work at least once per year. No member of Group management is present at such meetings.