Duties and work of the Board of Directors

The Board has ultimate responsibility for the Company’s organization and administration, and is also responsible for making decisions on strategic matters. The Board’s work is conducted according to a yearly plan.

Each meeting follows an agenda, which together with the underlying documentation is distributed to the directors in advance of each board meeting. In general, the Board deals with matters of material importance, such as:

Setting the Board’s work plan, including the CEO’s instructions. These instructions cover, among other things, investment rules for equities and derivative instruments which indicate the maximum amounts for the CEO’s right between board meetings to decide on purchases and sales of stocks and derivative instruments;

strategic matters regarding the forms and application of active ownership; and
major purchases and sales of listed stocks. 

The Board has a central role in Industrivärden’s business model for active ownership. In addition to the statutory board meeting, which is held in connection with the Annual General Meeting, the Board normally meets four times a year (regular meetings). Extra meetings are called when necessary.

The statutory meeting deals with adoption of the Board’s work plan, decisions on the Company’s signatories, appointment of persons to check the minutes of board meetings, and appointment of committee members. In connection with the board meeting that deals with the annual financial statements, the Board of Directors’ Report, the proposed distribution of earnings and the year-end report, the Company’s auditor submits a report to the Audit Committee on the auditors’ observations and remarks from their audit.

The regular meetings cover a number of set agenda items. These include, among other things, a report on the current financial result of operations and on the development of net asset value and the performance of the equities portfolio, including detailed information on equity transactions that have been carried out. Reports are also made on the share price development and earnings performance. In addition, a special review is normally conducted of one or more of the portfolio companies and of potential investments. At one or more board meetings during the year, the management of one of the portfolio companies presents a report on their company’s development.

Committees appointed by the Board are tasked with conducting drafting work on matters ahead of board decisions. Each year the Board evaluates the financial reporting it receives from the Company and makes demands on its content and structure in order to ensure the quality of the financial reporting. The Board’s work is evaluated each year in a structured process conducted under the direction of the Chairman of the Board. Board decisions are based on extensive documentation and are made after a discussion that is monitored by the Chairman. The Company Secretary is attorney Sven Unger, from the law firm Mannheimer Swartling.