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Board proceedings during 2023

The Board’s work is governed by the Board’s Procedural Guidelines (including instructions for the Committees and the President and CEO) and the annual plan, which are adopted annually at the Board’s statutory meeting following the Annual General Meeting. These govering documents structure the Board’s work and establish which ordinary agenda items are to be addressed at the various Board meetings of the year. During the year, the Board held fifteen meetings. In advance of each meeting an agenda and relevant meeting materials were circulated to the Board members. Senior executives and other employees participated in the Board’s meetings to present matters to the Board within their respective areas of responsibility or expertise. For example, the President and CEO continuously reported to the Board regarding the Group’s development, results and market situation. The President and CEO further presented the Group’s strategy for 2023-2027 to the Board, that approved and thereafter continuously reviewed the Group’s overarching targets and strategy execution. The Division Presidents, furthermore, presented their Divisions’ respective operations and their current strategies. The Board continuously oversaw the Company’s and the Group’s financial reporting, to ensure that it was of good quality and fairly reflected the Company’s and the Group’s financial position. The Board received the Auditor’s report on observations regarding the audit, for example at the meeting which dealt with the annual financial statements, the proposed distribution of earnings and the year-end report. The Board, furthermore, reviewed the Company’s work in the areas of internal control, risk management, sustainability and compliance, where the latter included the annual review of the Group’s Code of Conduct and other policies. Other matters reviewed by the Board included the Group’s financing, acquisitions and investments as well as succession planning.

The Audit Committee and the Remuneration Committee reported from their respective meetings. In the fall of 2023, the Board visited Alleima’s operation in Chomutov, Czech Republic, and Karlsruhe, Germany.

Remuneration of the Board

As resolved at the 2023 Annual General Meeting, the fee to the Chairman of the Board is SEK 1,410,000 and the fee to each of the non-executive Board members elected by the General Meeting is SEK 490,000.

In addition, SEK 208,000 will be paid to the Chairman of the Audit Committee and SEK 104,000 to each of the other Committee members, in total SEK 416,000. The Chairman of the Remuneration Committee was paid SEK 104,000 and each of the other Committee members SEK 73,000, in total SEK 177,000.

For more detailed information on the remuneration of the Board members, please refer to note 3.5 in the 2023 Annual Report (PDF, 8.8 MB).

Evaluation of the work of the Board

In 2023, the evaluation, which was led by the Chairman of the Board, was carried out by way of each Board member responding anonymously to an online questionnaire. The Chairman also held separate evaluation discussions with each of the Board members. The compiled results of the evaluations were presented to the Board and the Nomination Committee.

Attendance at Board and Committee Meetings in 2023

1) Including per capsulam resolutions in which deputies did not partake.
2) Resigned as Board member on July 3, 2023.
3) Elected Board member at the annual general meeting on May 2, 2023.
4) Appointed Remuneration Committee member on July 21, 2023.