Under the Swedish Companies Act, the Board of Directors is ultimately responsible for the organisation and the management of a company. The Articles of Association provide that the Board of Directors shall be elected by the shareholders and consist of not less than three - and not more than fifteen - members. Further, under the Swedish Companies Act, the Chief Executive Officer and at least half of the members of the Board of Directors of a company must be residents of a country within the European Economic Area, unless the Swedish Companies Registration Office grants an exemption.
Mission and Responsibilities
Each year, the Board of Directors establishes a formal work plan clarifying the Board’s responsibilities. The work plan regulates the internal division of duties between the Board and its committees, including the role of the Chairman, the Board’s decision-making procedures, its meeting schedule, procedures governing the convening, agenda and minutes of meetings, as well as Board work on accounting, auditing matters and financial reporting. In addition, the Board of Directors has established separate formal work plans for the Audit Committee, the Compensation Committee and the Finance Committee.
The work plan also governs how the Board will receive information and documentation as the basis for its work to facilitate the making of well-founded decisions. The Board has also issued instructions for the Chief Executive Officer, as well for the financial reporting to the Board. Moreover it has adopted other special steering documents, including a Finance Policy, a Communication and Investor Relations Policy and a Code of Business Ethics.
The responsibilities of the Board include monitoring the work of the Chief Executive Officer through ongoing reviews throughout the year. The Board is further responsible for ensuring that Rezidor’s organisation, management and guidelines for the administration of the Company’s interests are structured appropriately and that there is satisfactory internal control. The responsibilities of the Board also include setting strategies and targets, establishing special control instruments, deciding on larger acquisitions through business combinations and divestments of operations, deciding on other large investments, deciding on deposits and loans in accordance with the Finance Policy and issuing financial reports, as well as evaluating the management of operations and planning managerial succession.
Apart from the activities of the Audit, Compensation and Finance Committees, there has been no allocation of work among the directors.
The Board shall be assisted by a Secretary of the Board, who is not a member of the Board. The General Counsel of Rezidor, Ms. Marianne Ruhngård, was the Secretary at all Board meetings during 2007.
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