The Board's formal work plan
Ratos’s Board shall comprise a minimum of four and a maximum of nine members. At present, two out of six Board members are women. The Board is appointed by shareholders at each Annual General Meeting. The mandate period is thereby one year.
The Board of Directors until the AGM 2024
The 2023 Annual General Meeting resolved that the Board of Directors should comprise six members with no deputies and to re-elect Board members Per-Olof Söderberg, who was also elected as Chairman of the Board, Tone Lunde Bakker, Ulla Litzén, Karsten Slotte, Jan Söderberg and Jonas Wiström (CEO). Read more about the Board members.
The 2023 Annual General Meeting resolved that fees to the Board of Directors should be distributed with SEK 990,000 to the Chairman and SEK 510,000 to each Board member, except for the CEO, who receives no board fees. The Meeting resolved that extra remuneration in the amount of SEK 300,000 per year should be paid to the chairman and SEK 100,000 per year to members of the Company’s Audit Committee. In addition, renumeration to the chairman and members of the Compensation Committee should amount to SEK 75,000 respectively per year.
Responsibilities and duties of the Board
The Board has overall responsibility for Ratos’s organisation and management of its affairs, in the interests of both the company and its shareholders. The Board adopts financial targets, decides on the company’s strategy and business plan, and ensures good internal control, risk management and an adequate sustainability programme. The work of the Board is regulated by, among other things, the Swedish Companies Act, the Articles of Association, the Code and the formal work plan adopted by the Board for its work. The Board’s overarching responsibility cannot be delegated but the Board may appoint committees tasked to prepare and evaluate matters ahead of a decision by the Board.
Each year, the Board adopts a formal work plan for its work designed to ensure that the company’s operations and financial circumstances are controlled in an adequate manner. The formal work plan describes the special role and duties of the Chairman of the Board, decision-making procedures, instructions for Ratos’s CEO and reporting as well as areas of responsibility for the committees. Furthermore, the Board also adopts annually a number of policy documents for the company’s operations and ensures that there is satisfactory control of the company’s compliance with laws, rules and internal guidelines. The Board ensures compliance through various tools including Ratos’s annual risk management process and assurance mapping, in which responsibility for and validation of internal processes and identified risks are clarified.
Chairman of the Board
The main duty of the Chairman of the Board is to lead the work of the Board and ensure that Board members carry out their respective duties. Other areas of responsibility include the following:
- organize and lead the Board’s efforts to create the best possible conditions for the Board’s work
- ensure that new Board members undergo the necessary introductory training as well as any other training that the Chairman of the Board and the members jointly deem to be suitable
- ensure that the Board continuously updates and improves its knowledge of the company
- be responsible for contacts with the owners with regard to ownership issues and convey the views of the owners to the Board
- ensure that the Board receives satisfactory information and decision-making support material for its work
- after consulting with the CEO, establish a proposed agenda for Board meetings
- ensure that the Board’s decisions are implemented
- ensure that the Board’s work is evaluated annually
- ensure that a report containing information on remuneration to senior executives is prepared prior to the Annual General Meeting
Work of the Board in 2022
During 2022, a total of 25 minuted Board meetings were held: six ordinary meetings, one statutory meeting, and 18 extraordinary meetings (of which, 12 meetings were held per capsulam). Board meetings have a recurrent structure with established key items. Information and documentation for decision ahead of Board meetings are usually sent out approximately one week before each meeting. Ratos’s General Counsel has taken the minutes at the Board meetings.
At every ordinary Board meeting, information is presented about the company’s financial position and important events that affect the company’s operations. At extra Board meetings, acquisition and divestment matters are normally examined as well as financing and incentive matters. Extra Board meetings are held when such matters requiring a Board decision arise. 2022 was characterised by acquisitions, incentive and financing matters. Senior executives at Ratos attended Board meetings to present specific matters.
Evaluation of the Board
The Board annually evaluates the work of the Board in a structured process where members are given an opportunity to express their opinions on working methods and efficiency, Board material, the performance of the members and the scope of the assignment in order to develop the Board’s working methods. For the 2022 financial year, the evaluation was performed internally with the members answering an anonymous questionnaire, and the results of the evaluation have been presented by the Chairman with a subsequent discussion by the Board. Furthermore, the Chairman of the nomination committee held individual interviews with each Board member. The results of the evaluation have been reported to the nomination committee. The evaluation indicates that the Board work is deemed to function well.
The Board has established a compensation committee and an audit committee in order to structure, improve efficiency and assure the quality of its work, and to prepare the Board’s decisions within these areas. The members of these committees are appointed annually at the statutory Board meeting.