Board and Management

With responsibility for the company’s organisation and administration

The overall task of the Board is to be responsible for the organisation and administration of operations, and financial reporting pursuant to the Swedish Companies Act. The Board is also responsible for establishing efficient and appropriate systems for governance, internal control and risk management. The work is regulated through rules of procedure that are established at the statutory Board meeting every year. These rules include instructions on the Board’s areas of responsibility and limitations in relation to the committees and the CEO. The Chairman of the Board monitors the Board’s performance of its tasks. The Chairman also monitors operations in dialogue with the CEO and is responsible for ensuring the other members receive the information necessary to maintain a high level of quality in discussions and decisions. The Chairman is also responsible for evaluating the work of both the Board and the CEO.

Composition of the Board

The 2019 AGM re-elected seven of the nine Board members. Rolf Lydahl and Jan-Olof Backman declined re-election and Kia Orback Pettersson and Magnus Meyer were elected as Board members. Of the nine Board members, four are representatives of the owners and five are independent of the company and the owners.

Meetings during the year

The work of the Board of Directors follows an annual cycle of scheduled meetings on fixed dates, adjusted for such matters as the Board needing to adopt the financial reporting. At the scheduled meetings, the CEO presents general information on the operations, for example pertaining to key events in operating activities, follow-up of the business plan, the Group’s financial accounts and position, larger ongoing projects and transactions and, when necessary, the company’s funding. The chairpersons of the respective committees also report on their work.

Meetings in addition to the scheduled Board meetings are also held as needed, for example when a business decision requires the approval of the Board. In total, the Board had eight scheduled meetings in 2018, one of which was statutory.

Evaluation of the Board

The Rules of Procedure state that the Board of Directors must conduct an annual evaluation of its own work. In 2018, this was conducted using a written survey prepared by an external party. The results of the survey were presented to the full Board and were thereafter followed up by the Chairman interviewing each Board member. The purpose of the evaluation is to ensure that the Board is focused on the correct area, that the Board has the correct competence and that it is correctly composed. The results of the evaluation are used as the basis for the Nomination Committee’s work identifying new candidates for the Board of Directors.

Audit Committee

The Board of Directors has appointed an Audit Committee consisting of four Board members. The Committee’s areas of responsibility are regulated in the rules of procedure established by the Board. The Audit Committee prepares the work of the Board on quality assurance of the financial reporting, which in turn includes addressing material accounting issues. The Committee is also responsible for monitoring the work of company management on internal control, risk and corporate governance issues.

For 2018, the Audit Committee consisted of Rolf Lydahl, who was also the Chairman, Eva Halvarsson, Ann-Sofi Danielsson and Mats Wäppling, who was replaced in May by Ulrika Francke. Rolf Lydahl, Mats Wäppling, Ulrika Francke and Ann-Sofi Danielsson are independent of the company and the owners. All members have the competence in accounting required under the Swedish Companies Act. The Committee held five meetings during the year.

For more information about the work of the Audit Committee, please refer to Vasakronan’s 2018 Annual Report.

Remuneration Committee

The Board of Directors has appointed a Remuneration Committee consisting of two Board members. The Committee’s areas of responsibility are regulated in the rules of procedure established by the Board. The Committee prepares the work of the Board of Directors on remuneration for senior executives and in the profit-sharing programme for other employees.

In 2018, the Remuneration Committee consisted of Mats Wäppling, Chairman until his departure in May and thereafter of Ulrika Francke, as Chairman and Johan Magnusson. Mats Wäppling and Ulrika Francke are independent of the company and the owners. During the year, the Committee held three meetings at which issues of remuneration for senior executives and principles for profit-sharing for other employees were primarily discussed. The work of the Committee was also evaluated at the meeting in January. The CEO and the SVP for Human Resources, who is the secretary of the Committee, participated in all the meetings and the company’s auditors submitted their report from the review of remuneration for senior executives at the meeting in May.

Responsible for operating activities

The Board appoints the CEO and establishes an instruction each year that regulates the allocation of work between the CEO and the Board. This instruction states that the CEO bears responsibility for leading the company’s operations and the financial reporting. Johanna Skogestig has been the CEO of Vasakronan since 1 November 2019.

The CEO has formed a Management Group consisting of directly subordinate management. The Management Group meets regularly in order to address Group-wide and strategic issues. Ten meetings were held in 2018. At four of them, the interim reports and operational monitoring were discussed, and two were longer strategy meetings.

Remuneration for the CEO and Management Group

The AGM passes resolutions on principles of remuneration for the CEO and other members of the Management Group. Salaries and other benefits for the Management Group, including the CEO, consist only of fixed salaries with no variable remuneration.

In addition, Vasakronan applies the Government’s “Guidelines for Terms of Employment for Senior Executives in state-owned Companies” as regards remuneration and other terms of employment for company management. The company can, however, deviate from the guidelines if there is reason to do so. Vasakronan deviates from the Government’s guidelines in two aspects. The CEO’s period of notice totals twelve months instead of the six indicated by the guidelines, and remuneration for the Management Group, exclusive of remuneration for the CEO, is not recognised at the individual level in the Annual Report. On examination of the applicable policies ahead of the 2019 AGM, the auditor noted that the guidelines adopted at the 2018 AGM had been followed. For more detailed information about remuneration to the Management Group, please refer to Vasakronan’s 2018 Annual Report.