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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 at a General Meeting. The Board also includes two ordinary members and two deputy members who are chosen by the employee organizations. Fredrik Arp is the Chairman of the Board.

Presentations of Board members ›


Work of the Board

The Board’s main responsibility is to manage Gränges’ business in the best interests of the company and shareholders. The Board continually assesses Gränges’ financial position and ensures that the company’s financial position can be satisfactorily verified. The Board decides on issues related to the Group’s strategic direction and organization, and decides on key acquisitions, investments, and disposals. The Board also evaluates Group Management. Before every AGM, and based on proposals made by the Remuneration committee, the Board prepares proposals for guidelines for remuneration to the CEO and other senior executives.

Adopting a systematic and structured process, the Board annually evaluates the work of the Board to develop its procedures and efficiency.

The Chairman organizes and leads the Board’s work, represents the company in ownership matters, evaluates the Board’s work, has day-to-day contact with CEO and other members of Group Management, and ensures that the Board fulfils its duties and obligations effectively. To enable this work, the Chairman ensures that there are appropriate instructions on the division of work between, on the one hand, the Board and on the other hand the CEO and the other bodies set up by the Board. Gränges’ General Counsel is the secretary of the Board.

Formal work plan of the Board of Directors

Each year, the Board establishes a formal work plan for the Board including work plans for the Remuneration Committee and Audit Committee, as well as instructions for the CEO. The work plan governs the work and responsibilities of the Board, the frequency of Board meetings, as well as the division of duties between the board members, between the board committees, and between the Board and the CEO.

For more information about the Board's work in 2019, see  Corporate Governance Report 2019.

Committees

According to the formal work plan of the Board, the Audit Committee should consist of at least three AGM-elected board members, and the majority of them should be independent of the company and Group Management. The committee members should have specialist competence, experience of and interest in financial and accounting issues. The Board elects the Chairman of the Audit Committee who may not be the Chairman of the Board. The Audit Committee meets before each reporting date, and in addition if necessary.

The Audit Committee supports the Board in fulfilling its responsibilities in internal control and accounting, and to ensure the quality of Gränges’ financial reporting. The purpose is to increase the quality of the audit and to improve contacts between the Board and the company’s auditor as well as to increase the quality and improve the supervision and control of the Company’s financial risk exposure and risk management.

The Audit Committee analyzes and highlights key accounting issues affecting the Group and monitors the financial reporting process to ensure quality. The committee also takes note of the company’s impairment test and its assumptions, assists the Nomination Committee to prepare proposals for auditors and their fees, and assesses the independence of the external auditor.

The company’s risk management process is based on production processes and flows. The Audit Committee considers the identified risk areas. Based on the outcome of that, the committee determines the focus and scope of the internal auditing and establishes an internal audit plan.

Gränges’ internal audit is reported to the Board and must ensure that the company has sufficient internal control systems for financial reporting. The General Counsel is responsible for internal audit. It is performed on a rolling schedule and is conducted by the company’s group finance function with support from the subsidiaries’ finance functions, except for the business that is the subject of the audit. The purpose of applying so called cross-functional audit between the units is to exchange experiences and achieve best practice within the Group.

In conjunction with the quarterly reviews of the company’s financial performance and position, the Audit Committee takes part of management’s assessment of the areas where estimates are important to the Group.

The Audit Committee annually sets a number of focus areas within Financial and Internal Control, Business Control, Treasury, IT and Strategic Projects. The committee will focus extra on the chosen areas during the year.

According to the Board’s formal work plan, the Remuneration Committee shall comprise the Chairman of the Board, and one or more board members, who should be independent in relation to the company and Group Management.

The Remuneration Committee submits proposals to the Board on CEO’s salary and other terms of employment, and sets out limits for other Group Management members’ salaries and terms of employment by adopting guidelines for remuneration principles. The Remuneration Committee evaluates the application of these guidelines. The committee also has the task of monitoring and evaluating programmes for variable remuneration to Group Management that are ongoing or have been completed during the year.


Independence


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


Remuneration

Fees and other remuneration to the members of the Board of Directors, including the Chairman, are resolved by the Annual General Meeting (AGM). 

The AGM held on 25 June, 2020, resolved that fees paid to the Board members for the period until the conclusion of the AGM 2021 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. In addition, remuneration to the Board committees will be SEK 100,000 to the Chairman of the Audit Committee and SEK 50,000 to each of the other members, and SEK 50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members. All employee representatives on the Board will receive SEK 40,000 each for the corresponding period.