Board of Directors

The Board of Directors is the second-highest decision-making body after the shareholders’ meeting. Gränges’ Board is composed of seven members elected by the general meeting of shareholders. The Board also includes two ordinary members and one deputy member who are chosen by the employee organisations. Anders G. Carlberg is the Chairman of the Board.

Presentations of Board members ›


Work of the board

The overriding duty of the Board is to manage the affairs of the company in the interests of the company and all shareholders. The Board shall continually assess the financial situation of the company and the Group and ensure that the company’s financial position can be satisfactorily verified. The Board shall also evaluate Group management.

The Board decides on questions including the Group’s strategic direction and organisation and resolves on important acquisitions, investments or disposals.

Each year the Board shall evaluate the work of the Board by means of a systematic and structured process, with a view to developing the Board’s procedures and efficiency.

The Chairman organises and leads the work of the Board. The secretary to the Board is Gränges’ General Counsel.

Formal work plan of the Board of Directors

Each year the Board adopts a formal work plan including instructions for the CEO, which amongst other things governs the division of work between the Board and the CEO. The formal work plan governs how the Board’s work should be divided among the Board’s members, how often the Board should meet and how the work should be divided in the Board’s committees. In addition, the formal work plan also states that there shall be a Remuneration Committee and an Audit Committee.

For more information about the work of the Board in 2018, see Corporate Governance Report 2018.


Committees

According to the formal work plan of the Board, the Audit Committee should consist of at least three Board members elected by the general meeting of shareholders. The members may not be employees of the company. The majority of the members should be independent in relation to the company and Group management.

The primary duty of the Audit Committee is to support the Board in its work of ensuring quality in the financial reporting. The Audit Committee monitors the company’s financial reporting and, in this respect, the effectiveness of the company’s internal control, internal auditing and risk management.

The Committee analyses and also highlights important accounting questions that affect the Group and assists the Nomination Committee in drawing up proposals for auditors and their remuneration.

In addition to the Chairman of the Board, the Remuneration Committee shall consist of one or more Board members elected by the general meeting of shareholders, who shall be independent in relation to the company and the Group management.

The Remuneration Committee submits proposals to the Board regarding the CEO’s salary and other terms of employment and prescribes the framework for the salaries and terms of employment of the other members of the Group management. The duties of the Remuneration Committee include preparing the Board’s proposal on guidelines for principles of remuneration, preparing the Board’s proposed guidelines for determination of salary and remuneration to the CEO and other members of Group management and also following and evaluating the application of these principles.


Independence


Name
Independent in relation
to the company/owners
Anders G. Carlberg X
Ragnhild Wiborg X
Mats Backman X
Hans Porat
X
Carina Andersson X
Peter Carlsson
X
Katarina Lindström
X
Öystein Larsen Employee representative
Konny Svensson Employee representative
Elin Lindfors    Deputy employee representative
Christer Lewin Deputy employee representative


Remuneration

Fees and other remuneration to the members of the Board of Directors, including the Chairman, are resolved by the Annual Shareholders’ meeting.

The Annual General Meeting held on 8 May, 2019, resolved that fees payable for the period until the conclusion of the next Annual General Meeting will be in accordance with the following. The Chairman of the Board will receive SEK 625,000 and each of the other board members elected by the AGM will receive SEK 310,000. A fee of SEK 100,000 will be paid to the Chairman of the Audit Committee and SEK 50,000 to the other members. Fees will be unchanged at SEK 50,000 for the Chairman of the Remuneration Committee and SEK 25,000 for the other members.

All employee representatives on the Board will receive SEK 40,000 each for the corresponding period.