Board of Directors duties and committees
The Board of Directors of Orrön Energy should at all times have an appropriate composition considering the current and expected development of the operations, with Board members from a wide range of backgrounds that possess both individually and collectively the necessary experience and expertise. An even gender distribution should be pursued.
Principal tasks of the Board of Directors:
- Establishing the overall goals and strategy of the Company.
- Making decisions regarding the supply of capital.
- Identifying how the Company’s risks and business opportunities are affected by external factors.
- Appointing, evaluating and, if necessary, dismissing the CEO.
- Ensuring that there is an effective system for follow-up and control of the Company’s operations and the risks to the Company that are associated with its operations.
- Ensuring that there is a satisfactory process for monitoring the Company’s compliance with laws and other regulations relevant to the Company’s operations, as well as the application of internal guidelines.
- Defining necessary guidelines to govern the Company’s conduct in society, with the aim of ensuring its long-term value creation capability.
- Ensuring that the Company’s external communications are characterised by openness, and that they are accurate, reliable and relevant.
- Ensuring that the Company’s organisation in respect of accounting, management of funds and the Company’s financial position in general include satisfactory systems of internal control.
- Continuously evaluating the Company’s and the Group’s economic situation, including its fiscal position.
Composition of the Board
The Board of Orrön Energy shall, according to the Articles of Association, consist of not less than three and not more than ten directors, without deputies, and the AGM decides the final number each year. The Board members are elected for a period of one year. There are no deputy members and no members appointed by employee organisations. The Board is supported by a corporate secretary who is not a Board member. The appointed corporate secretary is Henrika Frykman, the Company’s General Counsel.
Board Meetings and Work
In addition to the statutory meeting following the AGM, the Board normally holds at least five ordinary meetings per calendar year, as per a yearly work cycle. At the meetings, the CEO reports on the status of the business, prospects and the financial situation of the Company. The Board also receives management updates and presentations on the business and operations of the Company, financial status, sustainability matters, risk management, legal questions and investor relations matters, to enable the Board to duly monitor the Company’s operations and financial position. Furthermore, the Board receives regular reports from the Company’s Audit Committee and Compensation Committee on issues delegated to the Committees.
The Compensation Committee assists the Board in Group management remuneration matters and receives information and prepares the Board’s and the AGM’s decisions on matters relating to the principles of remuneration, remunerations and other terms of employment of Group management. The objective of the Committee in determining compensation for Group management is to provide a compensation package that is based on market conditions, is competitive and takes into account the scope and responsibilities associated with the position, as well as the skills, experience and performance of the individual. The Committee’s tasks also include monitoring and evaluating programmes for variable remuneration, the application of the Policy on Remuneration as well as the current remuneration structures and levels in the Company. The Compensation Committee may request advice and assistance of external reward consultants.
The members of the Compensation Committee are Grace Reksten Skaugen, Chair of the Committee, C. Ashley Heppenstall and William Lundin.
The Audit Committee assists the Board in ensuring that the Company’s financial reports are prepared in accordance with International Financial Reporting Standards (IFRS), the Swedish Annual Accounts Act and accounting practices applicable to a company incorporated in Sweden and listed on Nasdaq Stockholm. The Audit Committee supervises the Company’s financial reporting and gives recommendations and proposals to ensure the reliability of the reporting. The Committee also supervises the efficiency of the Company’s financial internal controls, internal audit and risk management in relation to the financial reporting and provides support to the Board in the decision making processes regarding such matters. The Committee monitors the audit of the Company’s financial reports and also reports thereon to the Board. In addition, the Committee is empowered by the Committee’s terms of reference to make decisions on certain issues delegated to it, such as review and approval of the Company’s first and third quarter reports on behalf of the Board. The Audit Committee also regularly liaises with the Group’s statutory auditor as part of the annual audit process and reviews the audit fees and the auditor’s independence and impartiality. The Audit Committee further assists the Company’s Nomination Committee in the preparation of proposals for the election of the statutory auditor at the AGM.
The members of the Audit Committee are C. Ashley Heppenstall, Chair of the Committee, Jakob Thomasen and Peggy Bruzelius.