The Board of Directors is in charge of the organisation of the company and management of the company's long-term operations. The Board shall also issue guidelines and instructions to the CEO. In addition, the Board shall ensure that the company's organisation in respect of accounting, management of funds and the company's financial position in general includes satisfactory control.
Responsibilities and duties of the Board of Directors
The Board of Directors is constituted to provide effective support for, and control of, the activities of the Executive Management of the Company. The Board has adopted working procedures for its internal activities which include rules pertaining to the number of Board meetings to be held, the matters to be handled at such regular Board meetings, and the duties of the Chairman. The work of the Board is also governed by rules and regulations which include the Companies Act, the Articles of Association, and the Swedish Code of Corporate Governance.
In order to carry out its work more effectively, the Board has appointed a Remuneration Committee and an Audit Committee with special tasks. These committees handle business within their respective areas and present recommendations and reports on which the Board may base its decisions and actions. However, all members of the Board have the same responsibility for decisions made and actions taken, irrespective of whether issues have been reviewed by such committees or not.
The Board has also adopted procedures for instructions and mandates to the Chief Executive Officer. These procedures require that investments in non-current assets of more than SEK 2,000,000 have to be approved by the Board. The Board also has to approve significant transactions including acquisitions and closures or disposals of businesses. In addition, the Board has also issued written instructions specifying when and how information, which is required in order to enable the Board to evaluate the Group’s and its subsidiaries’ financial positions, should be reported.
Board of Directors
The Board of Directors of CDON Group AB comprises seven Non-Executive Directors. The members of the Board of Directors are Lars-Johan Jarnheimer, Mia Brunell Livfors, Patrick Andersen, Mengmeng Du, David Kelly, Jonas Kjellberg and Lars Nilsson. Click here for biographical information of each of the Board member.
The fixed remuneration for the Board for the period until the close of the 2014 Annual General Meeting is in total SEK 3,071,000, of which SEK 670,000 is allocated to the Chairman of the Board, SEK 325,000 to each of the directors of the Board and a total of SEK 451,000 as remuneration for the work in the committees of the Board of Directors.
The remuneration of the Board members will, as of 2011, be proposed by the Nomination Committee, comprising the Company’s largest shareholders and approved by the Annual General Meeting. The Nomination Committee proposal is based on benchmarking of peer group company compensation and company size.