Work of the Board of Directors
The Board of Directors of Nobia AB comprises eight standard Board members elected by the Annual General Meeting and two Board members with two alternates appointed by the employees. The Code contains certain requirements regarding the composition of the Board of Directors, for example, the majority of the Board members elected by the Annual General Meeting shall be independent in relation to the company and company management. Furthermore, at least two of these Board members shall also be independent in relation to the company’s largest shareholders. Nobia’s Board of Directors fulfils these requirements. The President is proposed as a member of the Board proposed to the 2011 Annual General Meeting. This has been the case in earlier years, except for the preceding year when the President decided to retire. Other executives in the company participate at Board meetings to make presentations and to serve as Secretary. The Board held ten scheduled meetings and one extraordinary meeting during the 2010 fiscal year.
The work of the Board of Directors follows a fixed agenda for each Board meeting, including such matters as business status, investments, budget, interim reports and annual accounts. The Chairman leads and delegates the work of the Board and ensures that matters not included in the fixed agenda are addressed. The Board’s work is also regulated by the rules of procedure adopted annually by the Board governing the distribution of duties between the Board and the President. The rules of procedure include a calendar schedule with accompanying checklists. In 2010, the Board’s work focused on issues concerning Group strategy pertaining to brands, concepts, product range, production and the supply chain, as well as issues related to the new organisational structure. Mikael Norman, Nobia’s CFO, succeeded Gun Nilsson as the Secretary to the Board on 30 March 2010. Morten Falkenberg was appointed the new President by the Board on 27 April 2010. Morten Falkenberg took office on 6 October 2010, the same date on which Preben Bager stepped down as the President of Nobia. Here you can find a presentation of the Board members and President.
The Board’s work in 2010 was evaluated by all Board members completing a number of questions about the Board work specifically prepared for this purpose. The members’ responses were compiled and subsequently presented and discussed by the Board. The Board decided that the same evaluation method would be employed for the forthcoming year.
The Board does not have a separate audit committee. Instead, control issues to be discussed by such a committee are addressed by the Board in its entirety, except for Board members who are employed by the company. Accordingly, the Board can monitor significant issues regarding the company’s financial reporting and its internal control, and risk management of financial issues. The same applies to significant issues related to the audit of the annual report and consolidated financial statements and the impartiality and independence of the auditors. Furthermore, the Board assists in the preparation of the Nomination Committee’s proposals for the Annual General Meeting’s decision regarding the election of auditors. To ensure that the Board’s information requirements are met in this respect, the company’s auditors report to the Board at least three times a year. Part of the auditors’ presentation of information to the Board takes place in the absence of the company’s executives. The form in which these reports are to be prepared is documented in the Board’s rules of procedure.
The audit process is structured such that reports from the auditors are received in connection with the planning of the year’s audit, in conjunction with internal control and hard-close audits in the autumn and finally, in conjunction with the adoption of the annual accounts. In addition, the auditors also present an annual account of the consulting assignments that have been performed by the audit firm.
In August 2010, the auditors presented and discussed the focus and scope of the audit, which also took particular consideration of the risk perspective regarding internal control and reporting of the IT audit performed. At the meeting in October, the auditors reported on the self-assessment of the internal control that the company’s business units perform annually. Also at this meeting, the auditors presented their observations from the hard-close audit. The examination of the annual accounts for 2010 was presented at the Board meeting in February 2011.
Latest update: 14 April 2011