PDF Document 2.46 MB - Geveko

Company organs and managementBoard meetingsThe Board normally meets six times a year.During the 2007 financial year the Boardheld eight ordinary meetings, at which itdiscussed the business situation, financialreporting, liquidity and investments. Inaccordance with its set of procedures theBoard also dealt with matters pertaining tothe annual accounts, interim reports andbudgets. In 2007 the Board devoted particularattention to business planning as a consequenceof the change in Geveko’s statusto that of operative industrial enterprise.Attendance at Board meetingsApart from Board member Åsa SöderströmJerring, who was absent from two meetings,and Helena Levander and Sören Sjölander,who were absent from one meeting, theBoard members participated in all eightmeetings. Other employees in the groupparticipate in the board meetings to reporton specific items of business.Board’s proceduresAt the statutory meeting on 26 April 2007the Board adopted a set of procedures thatregulate the division of labour and responsibilitybetween the Board, the Chairmanand the Managing Director, and an instructionfor the Managing Director. The Board’sset of procedures and the instruction for theManaging Director are subject to annualreview by the Board. The set of proceduresincludes a meeting plan and calendar,agenda, decision making rules that definethe Managing Director’s responsibility inrelation to that of the Board, and principlesfor reporting to the Board and keepingminutes of meetings. The Board shall in thefirst instance have responsibility for generaland long-term business and matters thatare out of the ordinary or otherwise ofmajor importance. The Board shall regularlymonitor the Managing Director’s fulfilmentof his responsibility for the day-to-daymanagement.Role of the ChairmanAt the AGM on 26 April 2007 Ove Mattssonwas elected Chairman of the Board.The Chairman shall manage theactivities of the Board and see to it that theBoard performs its statutory duties and suchduties as are incumbent on it according toits set of procedures. The Chairman and theManaging Director shall together assurethemselves that Board members receiveadequate information well ahead of eachmeeting for all business that is presentedto the Board and that requires decision.Regular business at Board meetingsAt the statutory meeting, which is heldimmediately after the Annual GeneralMeeting, the Board’s set of procedures, theinstruction for the MD and authorisedsignatories are adopted. The Board alsoappoints members to the Audit andRemuneration Committees.The Group’s auditors attend the ordinarymeeting of the Board in February inconnection with the audit of the previousyear’s accounts to discuss the annual report.At ordinary meetings later in the year interimreports are approved and published.A report is submitted to each ordinarymeeting on the current state of the company’saffairs. The Managing Director submitsseparate reports on the progress, liquidityand financing of Industrial Operations andthe Securities Portfolio and on changes innet worth and the share price.Financial year 2007In 2007 the Board devoted a good deal oftime to adopting the Geveko Group’sbusiness plan in connection with the parentcompany’s change of status from investmenttrust to operating industrial enterprise.Geveko announced firstly in Januarythat priority would be given to developingIndustrial Operations rather than Manage -ment of Securities and then in connectionwith the publication of the third quarterreport that one consequence of the developmentof Industrial Operations could bethat Geveko would lose its investment truststatus.As a result of company acquisitionsand the divestment of holdings from theSecurities Portfolio the criteria for investmenttrust status were deemed no longer tobe satisfied. The tax authority has informedthe company that it considers that Gevekohad ceased to have investment trust statuswith effect from 30 November 2007.Board’s assessment of its workA regular assessment of the Board’s work ismade once a year. The assessment is madevia a survey that is sent to each Boardmember. In 2007 this assessment was madein December by Geveko’s NominationCommittee. The results of the survey will beanalysed by the Board in the spring of 2008.Board feeThe total fee paid to the members of theBoard in 2007 amounted SKr 1,300,000. Afee of SKr 400,000 was paid to the chairman,and of SKr 150,000 to each member.The Company Secretary, also a deputymember of the Board received a fee followingapproval of submitted invoices. Remu -neration for committee work amounted toSKr 3,000 per meeting. Remuneration waspaid to external members of the ShareCouncil in the form of a fixed fee of SKr25,000 for 2007.Nomination Committee’s feeA fee of SKr 60,000 was paid to the chairmanof the Nomination Committee for2007 and of SKr 40,000 to each of the othermembers.Role of the Managing DirectorThe Managing Director has responsibilityfor the day-to-day management of thecompany in accordance with the guidelinesand instructions issued by the Board. TheManaging Director shall take such measuresas are required to ensure that the company’sbooks are kept in accordance with the law,and that its funds are administered in asatisfactory manner. The MD shall keepthe Board regularly informed regarding theprogress of the business by providing financialreports, forecasts and audit reports, andsuch other information as may be requiredto enable the Board regularly to assess theprogress and financial situation of the companyand the Group.Audits and auditorsThe auditing of limited companies is regulatedby the Swedish Companies Act, whichrequires the auditor to examine the company’sannual report and accounting, and theadministration by the Board and – if onehas been appointed – the ManagingDirector. If the company is the parent companyof a group the auditor shall also examinethe consolidated financial statementsand the internal relations between the companiesin the group. The audit shall be asdetailed and extensive as generally acceptedauditing standards require. The auditor submitsa separate report on the audit to theAGM.Birgitta Granquist, ÖhrlingsPricewaterhouseCoopers AB, elected as deputy auditorin 2004. Elected auditor in 2006 by means ofa complementary election for the perioduntil the 2008 AGM.Bror Frid, ÖhrlingsPricewaterhouseCoopersAB, elected as deputy auditor in 2006.Elected auditor in 2007 by means of a complementaryelection for the period unit the2008 AGM.Helen Olsson Svärdström, ÖhrlingsPrice -water houseCoopers AB. Elected deputyauditor in 2007 by means of a complementaryelection for the period until the 2008AGM.Johan Rippe, ÖhrlingsPricewaterhouse-Coopers AB. Elected as deputy auditor bymeans of a complementary election for theperiod until the 2008 AGM.The role of the auditor also includes examiningwhether the company has fulfilled itsobligations pursuant to certain key ordi-86