Clas Ohlson’s shareholders elect the Board of Directors annually at the AGM. In financial year 2018/19, 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 financial year 2017/18 was four men (50.0 per cent) and four women (50.0 per cent). In the preceding year, the correspon-ding distribution was four men (57.1 per cent) and three women (42.9 per cent). Charlotte Strömberg and Anne Thorstvedt was elected to the Board of Directors at the 2017 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 twelve 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 year 2017/181
||Board meetings||Audit Committee||Remuneration Committee||Nomination Committee9
|Anne Thorstvedt Sjöberg||2017||Yes||Yes||6/77|
1The trade-union organisations have had three representatives on the Board, two board members and one deputies.
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 At the 2017 Annual General Meeting, Charlotte Strömberg and Anne Thorstvedt Sjöberg where elected to the Board as Board members. Sanna Suvanto-Harsaae declined re-election. The composition of the committees were changed in connection with the 2017 annual general meeting.
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