The overall task of the Board of Directors is to manage the interests of the shareholders. It is also the Board’s duty and responsibility to ensure that this Corporate Governance Report is prepared. The Articles of Association stipulate that the Board shall comprise no fewer than five and no more than seven members, with no more than two deputies.
The 2012 Annual General Meeting resolved that, for the period until the 2013 Annual General Meeting, Gunnebo’s Board would comprise seven ordinary members and no deputies. In addition, Gunnebo’s Swedish trade unions are entitled to appoint two ordinary Board Members and two deputies.
The Chairman of the Board is appointed by the Annual General Meeting. None of Gunnebo’s senior executives are members of the Board. The Group’s President and CEO, and the CFO, participate at Board meetings, the latter also serving as secretary. Furthermore, other senior executives participate at meetings whenever required.
Independence of Board members
Pursuant to the Code, the majority of Board members elected at the Annual General Meeting must be independent of the company and its executive management.
At least two members who are independent of the company and its executive management must also be independent of the company’s major shareholders. The shareholdings of the individual Board members and their independence of the company, its executive management and the major shareholders, and other assignments in other companies are presented in the table on page 78 and the presentation of Board members on pages 82–83 of the Annual Report 2012.
The Board’s rules of procedure
The Board’s work is primarily governed by the Swedish Companies Act,the Code and the Board’s rules of procedure. The rules of procedure are adopted every year at the statutory meeting of the Board. The current rules of procedure state that the Board shall hold at least five scheduled meetings between Annual General Meetings and describe the matters to be addressed at each meeting. The rules of procedure also outline the division of work and responsibilities between the Board, the Chairman, the Committees and the President.
The Board’s tasks include establishing strategies, business plans, operational targets, interim reports and year-end reports. Furthermore, it is the Board’s duty to decide on significant changes to the organisation of Gunnebo and its business activities and continuously evaluate the work of the President.