The board of directors is the highest decision-making body after the general meeting and also the highest executive body. The responsibilities of the board of directors’ is primarily set forth in the Swedish Companies Act, the Swedish Annual Accounts Act, the Company’s articles of association, instructions given by the shareholders at the general meeting and the rules of procedure for the board of directors. In addition thereto, the board of directors shall comply with the Code and Nasdaq Stockholm’s Rule Book for Issuers, as well as other Swedish and foreign laws and regulations, as applicable.
Pursuant to the Swedish Companies Act, the board of directors is responsible for the Company’s organization and the administration of the Company’s affairs. The rules of procedure for the board of directors which have been adopted by the board of directors and are reviewed annually governs the division of work and responsibilities among the board of directors, its chairman and the CEO. The board of directors also adopts instructions for the committees of the board of directors and an instruction for the CEO, as well as an instruction for financial reporting.
The board of directors’ tasks include adopting strategies, business plans and budgets, interim reports, year-end financial statements and annual reports and setting instructions, policies and guidelines. The board of directors is also required to follow economic developments and ensure the quality of financial reporting and internal controls and evaluate operations on the basis of the objectives and guidelines set by the board of directors. Finally, the board of directors decides on the Company’s major investments and changes in the organization and activities.
The chairman of the board of directors is in charge of the work of the board of directors, responsible for ensuring that the board of directors’ work is carried out efficiently and that the board of directors fulfills its obligations in accordance with applicable laws and regulations.
In particular, the chairman shall monitor the board of directors’ performance and prepare and chair the meetings of the board of directors. The chairman is also responsible for ensuring that the board of directors evaluates its work each year and always receives the information necessary to perform its work effectively. The chairman represents the board of directors in relation to the shareholders of the Company.
Members of the board of directors are appointed annually by the annual general meeting for the period until the end of the next annual general meeting. According to the Company’s articles of association, the board of directors shall consist of a minimum of three members and a maximum of ten members appointed by the general meeting, without deputy members. At the date of the Offering Circular, the Company’s board of directors consists of seven ordinary members, with no deputies.