The Board adheres to a set of rules and procedures, the Rules of Procedure, which are updated on a regular basis to take into account changes in legislation as well as the structure and orientation of the Company.
Composition of the Board
There are currently five directors elected by the General Meeting. The Managing Director (or "CEO") is the only executive officer on the Board.
As a matter of policy, there is a majority of independent directors on the Board. The criteria to establish whether a director is "independent" are those listed under Article 3.2.4 of the Swedish Code of Governance. A summary of the personal history of each Director is included below.
The Chairman of the Board of Directors shall not be employed by the Company and shall not receive any salary nor be eligible for participation in the Company's incentive program. The Chairman of the Board of Directors shall up-hold the reporting instructions for the Company management as drawn up by the Managing Director and approved by the Board of Directors and shall not take part in the day-to-day decision-making concerning the business operations of the Company.
The Functions of the Board and its Committees
The Board of Directors normally holds at least four ordinary meetings per calendar year. At each of these meetings, the following matters are addressed:
- Review and approval of the minutes from the preceding meeting;
- Report of the Managing Director regarding:
I. Status of the business
II. Prospects
III. Economic and Commercial report
IV. Financial report;
- Reports from the Committees of the Board of Directors;
-Items related to decisions (e.g. concerning investments, acquisition and sale of companies, formation of subsidiaries and increases in capital of subsidiaries, loans and guarantees, and also structural and organizational matters);
-Miscellaneous issues of material importance for the Company.
The Board has appointed two Committees of the Board each with its clear mandate as described below.
Compensation Committee
MEMBERS: William A. Rand (Chairman), Lukas H. Lundin and Magnus Unger
The function of the Compensation Committee is to receive information on and determine matters regarding executive compensation. The guiding philosophy of the Committee in determining compensation for executives is the need to provide a compensation package that is competitive and motivating, will attract and retain qualified executives, and encourage and motivate performance.
Audit Committee
MEMBERS: William A. Rand (Chairman), Ian H. Lundin and Magnus Unger
The function of the Audit Committee is to review on behalf of the Board, the Company's quarterly (Q1 and Q3) interim financial statements, review and make recommendations to the Board in relation to the Company's six month and yearly accounts, review audit fees, ensure maintenance of, and compliance with, the Company's internal control systems and liaise with the Group's external auditors as part of the annual audit process.
In addition to the Committees appointed by the Board, a Nomination Committee has been formed, in accordance with the Swedish Code of Governance and as per the instructions of the 2005 Annual Shareholders' Meeting, consisting of three representatives of the main shareholders and one non-executive director.
Nomination Committee
MEMBERS: Magnus Unger, Committee Chairman, Anders Oscarsson (SEB Fonder), Åsa Nisell (Swedbank Robur), Lars Öhrstedt (AFA Försäkring) and
Ian H. Lundin (Chairman of the Board, Lundin Petroleum)
The function of the Nomination Committee is to oversee the Board's adherence to principles of the Code of Governance and to identify nominees qualified to become board members. The Nomination Committee monitors the performance of the Board as a whole and makes recommendations to the shareholders, with regards to the composition of the Board and the auditors.