Annual Report 2004 - HL Display

Board procedures 2004
HL Display’s Board of Directors consists of six members elected
by the AGM, as well as two representatives and a deputy elected
by the employees. The Chairman of the Board is appointed by the
Board. Among the Board members there are persons with connections
to HL Display’s largest shareholders, and persons independent
of the owners. The Board normally meets six times a year
and additionally when required. During the 2004 financial year, the
Board convened seven times. Board meeting days are set in conjunction
with the statutory board meeting. Some board meetings
coincide with financial information dates. These are the quarterly,
half-yearly and annual closing days.
The work of the Board follows an annual plan with special topics
and pre-determined items on which decisions have to be made. A
normal agenda for a Board meeting is as follows:
– Meeting opened
– Election of minutes-verifiers
– Review of minutes of previous meeting
– Finances
– Board’s basis of appraisal
– Internal control
– Other questions
– Meeting closed
The Group’s deputy MD and CFO, Kent Hertzell, serves as secretary
of the Board. All Board members have been present at all Board
meetings during the year.
Rules of procedure
The work of the Board is regulated by special rules of procedure.
In brief, the rules of procedure state that the Board is responsible
for the company’s organisation and the administration of the
company’s affairs. The Board must ensure that the company’s
organisation is such that accounting, funds administration and
the company’s financial affairs are checked and managed in a
secure manner.
The Board must continuously monitor the financial situation of
the company and Group. This is reported monthly so that the Board
can carry out its appraisal duties as required by law, listing rules
and good board practice. Generally, the Board deals with matters
of essential importance to the Group, such as:
– Strategic plans
– Marketing plans
– Production planning
– Acquisition and sale of companies or businesses
– Acquisition and sale of other significant assets
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Important issues during 2004
– Decision on investments
– Drawing up a pan European strategy
– Outsourcing of production in Lesjöfors and Falkenberg
– Plans for production in China
– Follow-up on cost control and investments
– Action plan for production in Falun
– Review of long-term objectives
BOARD PROCEDURES 2004
Instructions
The Board has issued special instructions on the responsibilities
and authority of the Managing Director of HL Display. The Board has
further issued special reporting instructions to the management.
Fees
Total fees to the Board of HL Display amounted to SEK 460,000,
of which SEK 140,000 to the Chairman. No payments, other than
those approved by the AGM, have been made.
Committees
The Board of Directors has appointed a special Nomination Committee,
charged with the task of proposing board members and
fee to the board of directors in close collaboration with the largest
shareholders. The Nomination Committee consists of three
representatives of the largest shareholders – Anders Remius, MD
of HL Display AB, Johan Lannebo, Fund Manager, Lannebo Fonder,
and Arne Karlsson, MD of Ratos AB – and an independent member,
Åke Wester, Chairman of HL Display AB. The committee met
once during 2004.
A Remuneration Committee was set up during 2002, consisting
of two board members who do not represent the major shareholders:
Åke Wester, Chairman of HL Display AB, and Stefan Elving,
whose job it was to decide on remuneration to the CEO, deputy CEO
and the rest of the management group. The Remuneration Committee
met once during 2004.
An Audit Committee has been set up, charged with proposing
auditors, proposing fees, as well as having an ongoing dialogue
with the auditors concerning the audit. The audit committee
consists of the five board members that are not employed by
HL Display: Åke Wester, Stig Karlsson, Arne Karlsson, Stefan Elving
and Lis Remius. The audit committee met once during 2004. KPMG
was elected for four years at the shareholders’ meeting in 2004.
Proposals from individual shareholders can be made to the committees
by post via HL Display’s head office in Skarpnäck.
HL DISPLAY ANNUAL REPORT 2004