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

The 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 AGM. During the 2017/2018 fiscal year, the Board comprised six members. John Allkins, Graham Oldroyd, Ragnar Norbäck, Monica Lingegård, Liselott Kilaas and Jan Sjöqvist, and the latter was re-elected as Chairman of the Board at the AGM. All Board members are independent in relation to major shareholders in the company. All Board members are independent in relation to the company and its management.

Work performed by the Board during the year

The Board met nine times during the fiscal year. Board meetings are normally convened by notice being sent at least one week prior to the meeting. A shorter notice period is permitted, however, if there are special reasons. If the material to be discussed at the Board meeting is available, this is also attached to the notice. Nobina’s Senior Legal Counsel, who is also Board secretary, and the CFO participate in all Board meetings. Other Nobina employees have sometimes held presentations during Board meetings. At meetings held during the fiscal year, the Board dealt with issues including the company’s operations, risk analysis, strategy, financial reporting and the business plan. The Board evaluates its work once each year by responding to an anonymous survey. The Chairman of the Board presents the survey results to the Board. In addition, the Board evaluates the company’s CEO and his work during at least one meeting each year. No member of Group management is present at this meeting.

The Board's work procedures

The Board has adopted Rules of Procedure governing its operations that describe how work is divided between the Board, its committees and the CEO. The Rules of Procedure are established each year by the Board and apply to the Board members. Directives for the CEO and for financial reporting are described in appendices to the formal work procedures. The prevailing formal work procedures were adopted on 31 May 2017.

Remuneration Committee

The Rules of Procedure state that a Remuneration Committee is to be appointed from the Board of Directors. The main tasks of the Remuneration Committee include: (a) preparing questions for the Board regarding the remuneration and other terms of employ ment 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. In accordance with the Code, members of the Remuneration Committee are to be independent in relation to the company. The Remuneration Committee currently has two members: Jan Sjöqvist (Chairman) and Graham Oldroyd, who are both deemed independent in relation to the company and its senior executives. The Remuneration Committee met three times during the fiscal year.



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