Link to the Board
Members of the Board of Directors
Indutrade's board of directors, which is elected by the Annual General Meeting, consists of seven members, including the CEO. Indutrade has not set any specific age limit for directors, nor any term limit for how long a director may serve on the Board.
At the 2011 Annual General Meeting, the directors elected by the 2010 Annual General Meeting were re-elected and Martin Lindqvist was elected new member of the board.
The Chairman of the Board, Bengt Kjell, is a former Executive Vice President of Industrivärden and currently CEO of AB Handel och Industri. Eva Färnstrand is a former Site Manager at Södra Cell Mönsterås. Michael Bertorp is a former Executive Vice President of Svenska Cellulosa Aktiebolaget. Ulf Lundahl is an Executive Vice President of L E Lundbergföretagen. Mats Olsson is Chairman of KnowIT and has been active in Investment AB D Carnegie, among other companies. Martin Lindqvist is CEO of SSAB. Johnny Alvarsson is President and CEO of Indutrade.
The Company's CEO serves as board secretary. Other executives participate at board meetings to present reports when necessary.
All of the directors, except for Johnny Alvarsson, are independent in relation to Indutrade. Johnny Alvarsson, Eva Färnstrand, Michael Bertorp, Mats Olsson, Martin Lindqvist and Bengt Kjell are independent in relation to Indutrade’s major shareholders. Only one director, Johnny Alvarsson, has an operational role in the Company.
The work of the Board of Directors
Each year, the Board adopts a written work plan that governs the Board's work and its internal delegation of duties including the committees, decision-making procedures within the Board, meeting procedure and duties of the Chairman. The Board has also issued instructions for the CEO and instructions on financial reporting to the Board. In addition, the Board has adopted a number of policies, including a finance policy and an investment policy.
The Board is responsible for the Company's organisation and for the administration of its affairs. This entails ensuring that the organisation is suited for its purpose and designed in such a way so as to ensure satisfactory control of its bookkeeping, treasury management and financial conditions in general. In addition, the Board is responsible for ensuring that the Company has satisfactory internal control and continuously evaluates the extent to which the Company’s system for internal control works. The Board is also responsible for developing and following up the Company's strategies by drawing up plans and setting objectives. The Board oversees and evaluates the CEO's and operative management's work on a continuous basis. This particular matter is addressed yearly without any members of the executive management present.
In accordance with the current work plan, the Board holds seven regular meetings each year, including the statutory meeting after the Annual General Meeting, and on any other occasions when the situation demands. In 2010 the Board had a total of twelve meetings including the statutory meeting.
The Board conducted its work in 2010 in accordance with the work plan. Matters requiring special attention by the Board during the year pertained to strategy, finance and acquisitions. All Board decisions were unanimous.
The Chairman's role
The Chairman organises and leads the work of the Board to ensure that this is carried out in compliance with the Swedish Companies Act, other laws and regulations, applicable rules for listed companies (including the Code), and the Board's internal governance documents. The Chairman monitors business activities through regular contact with the CEO and ensures that the other directors are provided with adequate information and decision-making documentation. The Chairman is also responsible for making sure that an annual evaluation is conducted of the Board’s and the CEO's work and that the results of this evaluation are presented to the Nomination Committee. The Chairman represents the Company in ownership matters.