The work of the Board of Directors

The Board of Directors is ultimately responsible for ITAB’s organisation and administration. Based on its analysis of the Company’s operating environment, the Board is also responsible for deciding on strategic matters.

The Board of Directors’ assignments are regulated through the Swedish Companies Act, ITAB’s Articles of Association and the Swedish Corporate Governance Code. In addition, the Board of Directors’ work is regulated by the rules of procedure adopted by the Board. Each year, the Board is to adopt written rules of procedure that regulate the work of the Board and its internal distribution of responsibility, including its committees, the procedure for resolutions within the Board, the agenda for board meetings and the duties of the Chairman. The Board of Directors is also to issue a set of instructions to the President & CEO and instructions for financial reporting to the Board. The Board of Directors has appointed an Audit Committee and a Remuneration Committee.

According to ITAB’s Articles of Association, the Board of Directors shall, insofar as it is appointed by the General Meeting, consist of not less than three and not more than nine Directors, with a maximum of nine deputies.

ITAB’s Board of Directors currently consists of nine ordinary directors: Anna Benjamin, Jan Frykhammar, Petter Fägersten, Anders Moberg, Fredrik Rapp, Eva Karlsson, Roberto Monti, Ruthger de Vries and Vegard Søraunet, with Anders Moberg as Chairman. All Directors are independent in relation to the Company and corporate management. All Directors except Petter Fägersten, Fredrik Rapp and Vegard Søraunet are independent in relation to the Company’s major shareholders. The President & CEO and other members of Group management participate in Board meetings as presenters or in administrative functions.

The Board of Directors will oversee the work of the President & CEO through continuous monitoring of the operations during the year and is responsible for ensuring that the organisation and management, as well as the guidelines for administration of the Company, are appropriate and that the Company has adequate internal control and effective systems in place for monitoring and controlling the Company’s operations and compliance with legislation and regulations applicable to the Company’s operations. The Board is also responsible for establishing, developing and monitoring the Company’s goals and strategies, decisions regarding acquisitions and divestments of operations, major investments, sustainability work, and the appointment and remuneration of Group management. The Company’s auditors participate in at least one of the Board’s meetings during the year. At this meeting, the auditors present observations made when auditing the Company’s accounts, procedures and internal audits. The Board of Directors and CEO present the annual accounts to the Annual General Meeting.

An evaluation of the Board’s work is to be performed annually, where a questionnaire is sent out to all Directors. The results are compiled by the Chairman of the Nomination Committee, who then provides feedback to each Director. The Board of Directors is to continuously evaluate the President & CEO’s work.

 

The Board’s rules of procedure

The Board’s rules of procedure are to be evaluated, updated and adopted annually. If the Board of Directors establishes a committee from among its own ranks, the Board’s rules of procedure are to specify the duties and decision-making authorities the Board has delegated to the committee, and how the committee is to report to the Board. The Board of Directors is to hold meetings on a regular basis in accordance with a schedule adopted by the rules of procedure, which includes fixed decision items and other items as needed. At scheduled meetings, the Board of Directors is to address the fixed items on the agenda for each board meeting, in accordance with the Board’s rules of procedure.