Work of the Board of Directors
The Board shall consist of not fewer than five and not more than ten members, elected by the Annual General Meeting. The employees are represented on the Board. The Board Members are elected for a period of one year.
The Annual General Meeting elects a Nomination Committee, which nominates candidates to the Annual General Meeting for election as Board members, proposes the fees to be paid to Board members and nominates auditors and the fees to be paid to them.
Work of the Board of Directors
In 2025, NCC’s Board held six scheduled meetings, three unscheduled meetings, and two circular-letter meetings, one of which was the statutory meeting directly after the AGM. The Board’s work focuses primarily on strategic issues, the adoption and follow-up of operational goals, business plans, financial accounts, major investments and divestments, sustainability matters plus other decisions that have to be addressed by the Board. In conjunction with Board meetings, the Board of Directors performed a worksite visit in Aarhus and Västerås. In addition to the CEO and the CFO, other senior NCC executives participated in order to present matters, and the General Counsel served as secretary.
Within the framework of the Board’s work, the Audit Committee is to monitor the company’s financial and non-financial reporting to, among other objectives, maintain the market’s confidence in the company. Moreover, the Committee is to ensure a qualified, effective and independent internal and external audit of the company and that good communication is maintained between the Board of Directors and the external auditors. This includes preparing matters relating to the company’s financial reporting and auditing, as well as sustainability reporting. In 2025, the Committee held six meetings. All members were present at these meetings.
In December 2018, in accordance with the Swedish Code of Corporate Governance, the Board of Directors established an independent internal audit function, Group Internal Audit, which has since conducted audits of the entire Group on assignment from the Audit Committee and the Board of Directors.
The Project Committee shall, within the framework of the Board’s work, participate in the preparation, analysis and decisions regarding tenders in contract Operations for projects exceeding SEK 1.5 billion. In 2025, the Committee addressed nine projects and held seven meetings, which all members attended.
The Compensation and Competence Committee shall, within the framework of the Board’s work, manage remuneration and terms of employment of the President and CEO and other members of the Senior Management Team, as well as issues relating to skills development. In 2025, the Committee held three meetings, which all members attended.
The Board’s evaluation of its work was conducted by asking all Board members to anonymously respond to a questionnaire. The results were then compiled and discussed by the Board. This documentation was also presented to the Nomination Committee.
Chairman of the Board
The Chairman of the Board directs the work conducted by the Board and maintains regular contact with the President and CEO, in order to continuously monitor the Group’s operations and development. The Chairman represents the Company in ownership matters and is a co-opted member of the Nomination Committee but has no voting right.
Evaluation of the Board of Directors and Auditors
The Board of Directors is evaluated within the framework of the Nomination Committee’s work. The Board also performs an annual evaluation of its work and the format for performing Board work, which also constitutes part of the Nomination Committee’s evaluation. The Audit Committee also assists the Nomination Committee in evaluating the work of the auditors.
Internal control
The Board has overall responsibility for the internal control of financial reporting. Each year, the Board establishes rules of procedure for the Board’s work and an instruction concerning the division of work between the Board and the Chief Executive Officer. According to this instruction, the President and CEO is responsible for the internal control and for contributing to an efficient control environment.
Board remuneration
In accordance with the Nomination Committee’s proposal, the AGM 2025 resolved that Board fees be paid in a total amount off SEK 4,983,500 excluding fees for work on committees, distributed so that the Chairman of the Board receives SEK 1,661,300 and each other member receives SEK 553,700.
Fees will be paid to the members of the Audit Committee as follows: the Chair of the Committee will receive SEK 180,000 and each other member will receive SEK 130,000. Fees will be paid to the members of the Project Committee as follows: the Chair of the Committee will receive SEK 129,500 and the other member will receive SEK 103,500. It was resolved that fees be paid to the members of the Remuneration and Competence Committee as follows: the Chair of the Committee will receive SEK 103,500 and each other member will receive SEK 51,750.
Board attendance in numbers, 2025
Alf Göransson, Chairman of the Board: 11 (11)
Ida Aall Gram, Board Member: 11 (11)
Simon de Château, Board Member: 11 (11)
Cecilia Fasth, Board Member: 10 (11)
Mats Jönsson, Board Member: 11 (11)
Daniel Kjørberg Siraj, Board Member: 11 (11)
Birgit Nørgaard, Board Member: 11 (11)