Clas Ohlson’s shareholders elect the Board of Directors annually at the AGM. The Board comprises eight members, who are elected by the AGM. In addition to these members, the Board includes two representatives and two deputy for the trade-union organisations in the company. These individuals are elected by their own organisations.
The Board fulfils the independence requirement of the Code. All members, with the exception of Mathias Haid and Göran Sundström, are deemed independent in relation to the company, executive management and major shareholders.
Clas Ohlson strives towards diversity, compricing to over time have an equal distribution of men and women in the Board. Gender distribution in the Board among the members elected by the AGM in the past financial year was five men (62.5 per cent) and three women (37.5 per cent). In the preceding year, the corresponding distribution was four men (50 per cent) and four women (50 per cent).
Margareta Lehmann and Håkan Lundstedt was elected to the Board of Directors at the 2018 AGM.
Immediately following the AGM, the statutory Board meeting is held, at which the rules of procedure for the Board and instructions to the company’s CEO are approved. The members of the Board’s Audit and Remuneration Committees and authorised signatories for the company are also appointed at this meeting. In addition to this meeting, the Board holds at least seven further meetings during the financial year. These are held quarterly in conjunction with the publication of the company’s financial reports and once in June prior to concluding the Annual Report, once in connection with the AGM and once during the autumn for strategic discussions. The strategy meeting usually takes place over two days, while other meetings are held on one day. The strategy meeting mainly discusses issues relating to the Group’s targets and strategies, product range, store establishment strategy, major investments and so forth. Other meetings primarily deal with the usual Board issues, the company’s reports and reporting by the Board committees.
The company’s auditors attend three of the Board meetings to report on what has emerged during the audit. The Board meets the auditors once annually without the presence of senior management. The Board held ten Board meetings during the financial year. The Board assesses its work annually.
How the Board works
The rules of procedure for the Board of Directors stipulate which items on the agenda are to be fixed and which may vary. Each Board meeting is normally to be devoted to a specific topic so that the Board can gain more in-depth knowledge and understanding of the various parts of the company’s operations. There are also presentations on these topics by employees of the company.
The issues that the Board dealt with during the year included strategic direction, monitoring of the business plan, a review of risk management, significant business processes, development of current markets and expansion.
The work of the Board’s committees is an important element of the Board’s work. The Board has prepared instructions for the committees’ work. The Remuneration Committee and Audit Committee discuss issues that fall within the committees’ remit. Issues that have been addressed in the committee meetings are minuted and notified to the other Board members at the Board meetings.
The rules of procedure also state that the Board must meet with the company’s auditors at least twice per year. In addition, the rules of procedure also regulate certain formal matters, such as rules for the notification of meetings and secrecy.
Composition of the Board and attendance during the financial year 2018/191
||Board meetings||Audit Committee||Remuneration Committee||Nomination Committee9
|Anne Thorstvedt Sjöberg||2017||Yes||Yes||10/10|
1 The trade-union organisations have had four representatives on the Board.
2 For information on date of birth, work experience, assignments and shareholdings, see this page.
3 Remuneration of Board members, see this page.
4 Independent in relation to the company and executive management according to the Swedish Corporate Governance Code.
5 Independent in relation to major shareholders of the company according to the Swedish Corporate Governance Code.
7 At the 2018 Annual General Meeting, Margareta Lehmann and Håkan Lundstedt where elected to the Board as Board members. Ros-Mari Grusén and Cecilia Marlow declined re-election.
8 Are, or represent, major shareholders. Refer to this page for information about major shareholders.
9 For the Nomination Committee, only those members who are also Board members are presented.
The Board’s working schedule