|The Board of Directors of Lundin Petroleum should at all times have an appropriate composition considering the current and expected development of the operations, with Board members from a wide range of backgrounds that possess both individually and collectively the necessary experience and expertise. An even gender distribution should be pursued.
The principal tasks of the Board of Directors:
- establishing the overall operational goals and strategy of the Company
- making decisions regarding the supply of capital
- appointing, evaluating and, if necessary, dismissing the CEO
- ensuring that there is an effective system for follow-up and control of the Company's operations
- ensuring that there is a satisfactory process for monitoring the Company's compliance with laws and other regulations relevant to the Company's operations
- defining necessary guidelines to govern the Company's ethical conduct
- ensuring that the Company's external communications are characterised by openness, and that they are accurate, reliable and relevant
- ensuring that the Company's organisation in respect of accounting, management of funds and the Company's financial position in general include satisfactory systems of internal control
- continuously evaluating the Company's and the Group's economic situation
Composition of the Board
The Board of Lundin Petroleum shall, according to the Articles of Association, consist of a minimum of three and a maximum of ten directors with a maximum of three deputies, and the AGM decides the final number each year. The Board members are elected for a period of one year. There are no deputy members and no members appointed by employee organisations. The Board is supported by a corporate secretary who is not a Board member. The appointed corporate secretary is Jeffrey Fountain, the Company's Vice President Legal.
Board Meetings and Work
In addition to the statutory meeting following the AGM, the Board normally holds at least six ordinary meetings per calendar year, as per a yearly work cycle. At the meetings, the CEO reports on the status of the business, prospects and the financial situation of the Company. The Board also receives management updates and presentations on the business and operations of the Company, financial status, CR and HSE matters, risk management, legal questions and investor relations matters, to enable the Board to duly monitor the Company's operations and financial position. Furthermore, the Board receives regular reports from the Company's Audit Committee, Compensation Committee and the CR/HSE Board representative on issues delegated to, or considered by, the Committees and the CR/HSE Board representative.
Board Committees and the CR/HSE Representative
The Compensation Committee assists the Board in Group management remuneration matters and receives information and prepares the Board's and the AGM's decisions on matters relating to the principles of remuneration, remunerations and other terms of employment of Group management. The objective of the Committee in determining compensation for Group management is to provide a compensation package that is based on market conditions, is competitive and takes into account the scope and responsibilities associated with the position, as well as the skills, experience and performance of the individual. The Committee's tasks also include monitoring and evaluating programmes for variable remuneration, the application of the Policy on Remuneration as well as the current remuneration structures and levels in the Company.
The members of the Compensation Committee are Cecilia Vieweg, Chair of the Committee, Grace Reksten Skaugen and Ian Lundin.
The Audit Committee assists the Board in ensuring that the Company's financial reports are prepared in accordance with International Financial Reporting Standards (IFRS), the Swedish Annual Accounts Act and accounting practices applicable to a company incorporated in Sweden and listed on NASDAQ Stockholm. The Audit Committee itself does not perform audit work, however, it supervises the Company's financial reporting and assesses the efficiency of the Company's financial internal controls, internal audit and risk management, with the primary objective of providing support to the Board in the decision making processes regarding such matters. The Audit Committee also regularly liaises with the Group's statutory auditor as part of the annual audit process and reviews the audit fees and the auditor's independence and impartiality. The Audit Committee further assists the Company's Nomination Committee in the preparation of proposals for the election of the statutory auditor at the AGM.
The members of the Audit Committee are Peggy Bruzelius, Chair of the Committee, Ashley Heppenstall and Magnus Unger.
The CR/HSE Board Representative
The Board of Directors has a leadership and supervisory role in all CR and HSE matters within the Group and appoints yearly one non-executive Director to act as the CR/HSE Board representative. The tasks of the CR/HSE Board representative include to liaise with Group management regarding CR and HSE related matters and to regularly report on such matters to the Board of Directors.
The CR/HSE Board Representative is Grace Reksten Skaugen.