Board and management

The overall task of the Board is to be responsible for the organisation and administration of operations, while the CEO assumes responsibility for the operating activities. The CEO is assisted by a Management Group comprised of selected mangers within the company.

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

Of the nine Board members, four are representatives of the owners and five are independent of the company and the owners. The AGM on 27 April 2022 elected two new members of the Board: Pablo Bernengo and Hannes Hasselrot. They replaced Kerstin Hessius and Christel Kinning, who declined re-election.

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.

In total, the Board held ten scheduled meetings in 2022, one of which was statutory. One extra Board meeting was held during the year. In addition to the Board meetings, the Board also conducted one strategy conference that was held together with part of the Management Team.

Evaluation of the Board of Directors

According to the Rules of Procedure, the Board of Directors must conduct an annual evaluation of its work. An evaluation was conducted in 2022 through online questionnaires for each Board member, managed by the Chairman. The results were then followed up by the Board. 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 also used as the basis for the Nomination Committee’s work with bringing forward new candidates for the Board of Directors and as a basis for developing the Board’s work.

Audit Committee

The Board of Directors has appointed an Audit Committee consisting of three Board members. The Committee’s areas of responsibility are regulated in the rules of procedure established by the Board. The overall responsibilities of the Audit Committee include:

Preparing the work of the Board on quality assurance of the financial reporting, which in turn includes addressing
material accounting issues • Monitoring the work of company management on internal control, tax management and risk and corporate governance issues
Evaluating the audit work and preparing the election of an auditor
Issuing guidelines concerning the advance approval of non-audit related services performed by the elected
external auditor

The Audit Committee receives continual information about the orientation, scope and results of the audit. This takes place through the Committee studying the auditor’s written reporting and the auditor being present at certain Committee meetings. For 2022, the Audit Committee consisted of Ann-Sofi Danielsson, who was also the Chairman, Eva Halvarsson and Ulrika Francke. All members have the competence in accounting required under the Companies Act. The Committee held six meetings during the year. The company’s auditors attended four of these meetings, two of which pertained to the report on the audit.

For more information about the work of the Audit Committee, please refer to Vasakronan’s 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 2022, the Remuneration Committee consisted of Ulrika Francke as Chairman and Niklas Ekvall. During the year, the Committee held six meetings, of which three were per capsulam, at which issues of remuneration for senior executives, pensions and principles for profit-sharing for other employees were primarily discussed. The CEO and the Chief Human Resources Officer, 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.

Responsible for operating activities

The CEO is appointed by the Board of Directors and is responsible for operating activities in Vasakronan, in accordance with the Board’s instructions established each year. The CEO is responsible for keeping the Board continually updated on operations and ensures that the Board is provided with the necessary ba Johanna Skogestig has been the CEO of Vasakronan since 1 November 2019.

The CEO has formed a Management Team that, in addition to the CEO at the end of 2022, consisted of eight directly subordinate managers. Six scheduled meetings were held in 2021. At four of them, the interim reports and operational monitoring were discussed, and two were longer strategy meetings.

In autumn 2022, the CEO also formed a business management team comprising, in addition to the CEO, the CFO the Chief Marketing Officer, Chief Technology Officer, Chief Investment & Projects Officer and Chief Information & Development Officer. The business management team meets on a monthly basis to discuss business-centric issues.

Remuneration for the CEO and Management Group

The principles of remuneration for the CEO and the Management Team are decided by the AGM. Salaries and other
benefits for the Management Team, including the CEO, consist only of fixed salaries with no variable remuneration. 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 with regard to remuneration for the Management Team, exclusive of remuneration for the CEO, which is not reported at the individual level in the annual report.

For more detailed information about remuneration to the Management Group, please refer to Vasakronan’s Annual Report.