Meetings
The Board of Directors convenes for six scheduled meetings and one statutory meeting per year. In addition to the scheduled Board meetings, the Board may be summoned to additional meetings convened at the discretion of any director or of the President. The auditors participate in the Board meeting at which the annual accounts for the fiscal year are presented in order to communicate their observations from the audit. The auditors also meet with the Board without the presence of the President or any other member of the Group Management Team.
Responsibilities of the Board of Directors
The Board of Directors is primarily responsible for establishing the Swedish Match strategic and financial Long Range Plan, monitoring the performance of the operations on an ongoing basis, ensuring that there is a satisfactory process for monitoring the Company’s compliance with laws and regulations, reviewing and approving the financial accounts, and taking decisions regarding investments and divestments. The Board of Directors appoints and issues instructions for the President and monitors his work. The Board also determines the President’s salary and other compensation within the framework of the guidelines established at General Meetings.
The Board of Directors is responsible for ensuring that the Group’s organization is appropriate for its purpose and conducts ongoing evaluations of the financial position of the Company, of management guidelines and of the investment of company funds. The Board also safeguards the Company’s financial accounting, internal controls and the quality of its financial reporting through the internal control system described in detail on the page Risk management and internal control over financial reporting.
Working procedures for the Board of Directors
The working procedures for the Board of Directors are established annually at the statutory Board meeting. The working procedures include instructions relating to the role of the Chairman of the Board, the division of responsibilities between the Board of Directors and the President and the guidelines for financial reporting to the Board. The working procedures stipulate that the Company must have an Audit Committee and a Compensation Committee.
Activities of the Board of Directors during 2011
The number of Board meetings during 2011 was seven, of which six were scheduled meetings and one was the statutory meeting. The Board of Directors elected at the 2011 Annual General Meeting held its 2011 statutory meeting on the same day as the Annual General Meeting, when decisions were made concerning the working procedures for the Board and instructions for the Compensation and Audit Committees. In addition, customary decisions were made concerning the election of the secretary (General Counsel Fredrik Peyron) and authorized signatories, and the appointment of members of the Compensation and Audit Committees.
In addition to the monitoring and control of the Company’s operations and allocation of surplus funds, the Board in its work devoted considerable time to the Company’s organization and management benefit structures and the monitoring of the Company’s business objectives and strategy.
All of the meetings held during the year followed an approved agenda. Prior to each meeting, a proposed agenda and, where applicable, documents relevant to the items on the agenda were sent to the Board. The Company’s auditors attended the Board meeting in February 2011 to present the audit report and observations from the audit. In conjunction with the Board’s meetings in June, the Board visited the Company’s operations in Norway.
Chairman of the Board
The Chairman of the Board is responsible for organizing and directing the Board’s work and ensuring that the Board fulfills its obligations. Through regular contact with the President, the Chairman of the Board monitors the Company’s operations and development, ensures that the Board of Directors continuously receives the information required for upholding the quality of the Board’s work and monitors that this work is performed in compliance with the Swedish Companies Act.
The Chairman’s other responsibilities include forwarding the owners’ opinions to the Board of Directors. During 2011, Conny Karlsson served as Chairman of the Board.