Gunnebo’s Board of Directors includes six members elected by the Annual General Meeting for the period to the next meeting. In addition, two members and two deputies are elected by Gunnebo’s Swedish union organisations. The Chairman of the Board has been appointed by the Annual General Meeting.None of Gunnebo’s current senior executives are on the Board. The company’s President and CEO, CFO and General Counsel do, however, take part in Board meetings, the latter also as secretary. Senior executives also take part when necessary.
The independence of the Board members
According to the Code, the majority of Board members elected by the Annual General Meeting must be independent of the company and its executive management. At least two members who are independent of the company and its executive management must also be independent of the company’s large shareholders. The independence of Board members is shown in the table below.
Board procedures
The Board’s main task is to be responsible for the company’s organisation and administration. The Board’s work is governed by the Swedish Companies Act and the set of written procedures assumed by the Board at the statutory Board meeting each year. These procedures include how often the Board will meet and the subjects dealt with at each meeting. They also set out the division of labour and responsibility between the Board, its Chairman and the CEO. The Board is charged with drawing up strategies, business plans, interim reports and year-end releases.
It also has the responsibility of appointing and dismissing the CEO and deciding on significant changes to Gunnebo’s organisation and operation. Moreover, the Board decides on corporate acquisitions and other major investments and financing, for example.