The Board of Directors’ work model
The Board of Directors shall administer the company’s affairs on behalf of the shareholders. The Board of Directors shall ensure that the company’s organization is structured so that the accounting, cash management and the company’s financial situation are controlled in a satisfactory manner. The Board shall continuously assess the group’s operations, development and financial situation, as well as evaluating its operative management. Among its other work, the Board determines issues concerning the group’s strategic direction and organization, business plans, scientific project plans, financial plans and budgets, important agreements, major investments and commitments, in addition to financial, information and insider policies.
The Board of Directors works according to a work procedure which is determined annually and which regulates the frequency and agenda of Board meetings, the distribution of material for meetings and matters to be presented to the Board as information or for resolution, confidentiality, duties for the Chairman of the Board, and duties between the Board of Directors and the CEO.
In addition to the work procedure there is an instruction for the CEO, which among other things regulates the authorities for the CEO as well as duties of loyalty and confidentiality. The Board considers that the audit and compensation committees’ tasks are best performed by the Board and has therefore in 2010 decided not to appoint any special committees. The Board carries out the tasks that according to the Companies Act and the Code are to be performed by the committees. This means that the Board supervises the Company’s financial reporting and the effectiveness of the Company’s internal control, internal audit and risk management, are to be well informed about the annual audit and reviews and monitors the auditor’s impartiality. The Board submits a proposal for guidelines for remuneration for the managements and establishes the CEO’s salary and other employment terms and prepares proposals for incentive program and other forms of bonus or similar compensation to employees.
The Chairman of the Board leads the work of the Board of Directors, represents the company in ownership issues and is responsible for the assessment of the Board of Directors’ work. In addition, the Chairman is responsible for ongoing interaction with management and for monitoring that the Board fulfills its duties. The members of the Board shall have a broad competence and versatility, as well as having backgrounds suitable for Karo Bio’s organization, industry and operations. New Board members undergo introductory training to rapidly obtain the knowledge they are expected to have to best safeguard the interests of the Company and the shareholders.
During 2009, the Board held seven scheduled and eleven additional meetings.
The company’s independent auditor reports directly to the Board on at least one Board meeting per year.
