About the Board
The Board of Directors is the Company´s highest administrative body under the General Meeting. 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 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 in the section entitled Internal control over financial reporting. The Board is primarily responsible for establishing Swedish Match’s strategic and financial Long Range Plan, monitoring the performance of the operations on an ongoing basis, evaluating the overall approach to managing risks of the Group, reviewing and approving the financial accounts, and taking decisions regarding larger investments and divestments.
The Board of Directors appoints and issues instructions for the President and monitors the President’s work.
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 Chairman of the Board is responsible for organizing and directing the Board’s work and ensuring that the Board fulfills its obligations. The Chairman’s other responsibilities include forwarding the owners’ opinions to the Board of Directors.
Conny Karlsson serves as Chairman of the Board.
Composition
According to the Articles of Association, the Company’s Board of Directors shall consist of at least five and at most ten directors, apart from those persons who, pursuant to law, may be appointed according to other arrangements. At the end of 2019, the Swedish Match Board of Directors comprised seven members elected by the General Meeting plus three employee representatives and their three deputies in accordance with the Trade Union Representatives (Status at the Workplace) Act.
The Nominating Committee advised before the Annual General Meeting 2019 that the Nominating Committee had applied the Swedish Corporate Governance Code, section 4.1, as diversity policy with the aim to propose a composition of Board members with complementing experiences and competencies that is diverse also in terms of age, gender and cultural/geographical background. The current Board composition is the result of the work of the Nomination Committee prior to the Annual General Meeting 2019.
Detailed information about individual Board members and deputies is provided on page Board of Directors.
Independence of Board members
According to the Nominating Committee, all Board members elected by the Annual General Meeting are considered to be independent, under the rules of the Swedish Code of Corporate Governance, in relation to the Company’s major shareholders and in relation to management and the Company.
Meetings
The Board of Directors convenes for at least six scheduled meetings and one statutory meeting per year. In addition to the scheduled Board meetings, the Board is 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.
Evaluation of the work of the Board of Directors
During autumn 2019, the Board’s work was evaluated with the assistance of an independent consulting company. The Nominating Committee was informed of the result of the evaluation.
Compensation to the Board of Directors
Compensation to the Board for the period from the 2019 Annual General Meeting up to and including the 2020 Annual General Meeting was paid in accordance with the resolution adopted by the 2019 Annual General Meeting. No compensation for directorship work was paid to directors employed by the Swedish Match Group. For further information about Directors’ fees for 2019, see page Compensation to Board.
