Annual Report 2009 - Husqvarna Group

Corporate Governance Husqvarna Annual Report 2009 101
The Nomination Committee’s work during the year
The committee held four meetings and the members maintained
contact between meetings. The committee evaluated
the Board’s work, competence, composition and independence.
The committee also considered other criteria, such as
the members different backgrounds and experience, as well as
diversity requirements. The Chairman of the Board presented
the results of the Board’s evaluation of its own work. The committee
members did not receive remuneration for their work on
the committee.
The Board of Directors
The overall duty of the Husqvarna Board of Directors is to
manage the Group’s affairs in order to satisfy the owners’ interests
in terms of a good long-term return on capital to the
greatest possible extent. The Board’s work is governed by regulations
including the Swedish Companies Act, the Articles of
Association, the Swedish Code of Corporate Governance and
the rules of procedure established by the Board.
The Board of Directors deals with and decides upon issues of
major importance for the Group, including:
• Overall goals.
• Strategic orientation.
• Important policies.
• Important issues related to financing, investments,
acquisitions and divestments.
• Monitoring and control of operations, publishing of
information, and organizational issues, including evaluation
of management.
• Overall responsibility for establishing effective systems for
internal control and risk management.
Rules of procedure and meetings
The Board has established rules of procedure that are
reviewed at least once a year or when necessary. These rules
involve allocation of tasks among Board members, including
the Chairman. The Chairman shall organize and delegate the
Board’s work, ensure effective implementation of the Board’s
decisions and annual evaluation of the Board’s work. The rules
also identify areas of responsibility for the Board´s committees.
In addition, the rules include detailed instructions to the
President and various corporate functions regarding issues that
require the Board’s approval, the financial reports and other
information that is to be submitted to the Board. Among other
things, these instructions specify the maximum amounts various
decision-making functions within the Group are authorized
to approve regarding credit limits, investments and other
expenditures.
The rules stipulate that the constituent meeting of the Board
shall be held directly after the AGM. Decisions at this meeting
include authorization to sign for the Company, and the Board
reviews the Rules of Procedure and related documents. The
Board normally convenes on five to six other occasions during
the year. Four of these meetings are held in connection with
the publication of the Group’s annual and interim reports. One
or two meetings are held in connection with visits to subsidiaries
and include orientation regarding the Group´s operations.
At one of the meetings the Board evaluates the performance
of the President and CEO without the presence of any member
of Group Management. Additional meetings, including telephone
conferences, are held when necessary. Husqvarna’s
General Counsel is the secretary of the Board.
Board of Directors Attendance 2009
Name
Nationality
Independence
1
Board
meetings
Audit Remuneration
Committee Committee
Authorized
fees,
total in SEK 2
Holdings,
number of
A-shares
Holdings,
number of
B-shares
Lars Westerberg
Board Chairman
Committee member SE Yes/Yes 13/13 6/6 1,650,000 — 234,000
Bengt Andersson 3 SE No/Yes 5/7 — 12,000 91,484
Magnus Yngen 4 SE No/Yes 6/6 — — 49,042
Peggy Bruzelius Committee member SE Yes/Yes 12/13 5/5 535,000 2,925 9,750
Robert F. Connolly US Yes/Yes 13/13 460,000 300 1,000
Börje Ekholm Committee Chairman US/SE Yes/No 13/13 5/5 635,000 12,600 42,000
Tom Johnstone Committee Chairman UK Yes/Yes 13/13 6/6 560,000 990 4,800
Ulf Lundahl SE Yes/No 12/13 460,000 1,125 3,750
Anders Moberg Committee member SE Yes/Yes 12/13 6/6 510,000 4,140 124,300
Gun Nilsson Committee member SE Yes/Yes 12/13 5/5 535,000 2,340 8,700
Malin Björnberg Employee representative SE — 10/13 — 45 150
Annika Ögren Employee representative SE — 13/13 — — —
Fredrik Lilliestielke 5 Employee representative SE — 6/6 — — —
Carita Spångberg 5 Employee representative SE — 10/13 — — 300
Fredrik Währborg 6 Employee representative SE — 4/6 — — —
Total 13 5 6 5,345,000 36,465 569,276
1) Refers to independence in relation to the the company and management, and independence in relation to major shareholders.
2) In accordance with the resolution by the AGM 2008, 25% or 50% of the Board fee shall be received in synthetic shares, see further under the
heading Fees to Board members on page 94. The composition of authorized fees in terms of cash payment and synthetic shares, see Note 24.
3) President and CEO until 1 October 2008 and member of the Board until the AGM 2009.
4) Elected at the AGM 2009.
5) Deputy.
6) Deputy until the AGM 2009.