Board's assignment
Swedish Match's Board of Directors consists of seven members elected by the General Meeting plus three employee representatives and their three deputies.
Meetings
The Board of Directors is called to one statutory and seven ordinary meetings per year. Three of the ordinary meetings are coordinated with the dates of the financial information for the first, second and third quarters and one meeting shall be held in conjunction with the issuing of the full year report and the adoption of the annual financial statements. In addition, the Board meets in June, in August/September and in December to discuss the strategic plan and the operational budget. 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. In addition to the ordinary Board meetings, the Board is called to additional meetings convened at the discretion of any director or of the President.
Responsibilities of the Board of Directors
The Board of Directors is primarily responsible for Swedish Match's general and long-term strategies and goals, establishing the budget and business plans, reviewing and approving the financial accounts, establishing overall policies and making 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 principles 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 Company's procedures and of the guidelines for the management and investment of Company funds.
Working procedures for the Board of Directors
The working procedures for the Board of Directors are established annually at the statutory 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 guidelines for financial reporting to the Board. The working procedures also stipulate that the Company must have an Audit Committee and a Compensation Committee.
Activities of the Board of Directors during 2007
The number of Board meetings during 2007 was eight, of which five were scheduled meetings in addition to the statutory meeting. Of the ordinary meetings, four were in Stockholm and one in Richmond, Virginia, USA. Attendance was very high.
The Board of Directors sitting at the end of 2007 held its 2007 statutory meeting on the same day as the Annual General Meeting, whereby 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. Members of the Compensation Committee and Audit Committee were also appointed.
In addition to reviewing the business in relation to the budget and strategic plan and strengthening the Company's internal control systems, the Board devoted considerable time to considering the Company's strategic orientation, structural issues, external issues, follow-up of acquisitions, distribution of surplus funds and structures for incentives and benefits.
In conjunction with the Board's meeting in August, visits were made to the Group's production facility in Dothan (Alabama, USA).
All of the meetings held during the year followed an approved agenda. Prior to each meeting, an agenda plan and documents relevant to every point on the agenda were sent to the Board. Fredrik Peyron, the Company's general counsel and also Board secretary, and Chief Financial Officer Lars Dahlgren attended all of the Board meetings held during the year. The Company's auditor attended the Board meeting in February to present the audit report and observations from the audit.
Chairman of the Board
The Chairman of the Board is responsible, in all essential respects, for organizing and directing the Board's work and for 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 and ascertains that the Board of Directors continuously receives the information required for upholding the quality of the Board's work and 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. The Chairman of the Board during 2007 was Conny Karlsson.