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 one deputy for the trade-union organisations in the company. These individuals are elected by their own organisations.
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. During the year’s board meetings, the question of a new CEO has also been handled.
The company’s auditors attend two of the Board meetings to report on what has emerged during the audit. e Board meets the auditors once annually without the presence of senior management. The Board held eleven Board meetings during the financial year, of which one was a strategy meeting. 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 year1
||Board meetings||Audit Committee||Remuneration Committee||Nomination Committee10
|Katarina Sjögren Petrini||2013||Yes||Yes||6/68||4/48|
1The trade-union organisations have had three representatives on the Board. For further information on Board members, see this page. The work of the Board and its committees is described on this page.
2 For information on date of birth, work experience, assignments and shareholdings, see this page.
3 Remuneration of Board members is stated in Note 6, 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 President and CEO up until 2016-12-31.
8 At the 2016 Annual General Meeting, Ros-Marie Grusén was elected to the Board as Board member. Klas Balkow and Katarina Sjögren Petrini declined re-election. The composition of the committees were changed in connection with the 2016 annual general meeting.
9 Are, or represent, major shareholders. Refer to this page for information about major shareholders.
10 For the Nomination Committee, only those members who are also Board members are presented.
The Board’s working schedule