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 2023, NCC’s Board held six scheduled meetings, four unscheduled meetings and 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, plus other decisions that have to be addressed by the Board. In conjunction with one Board meeting, the Board of Directors performed a worksite visit in Copenhagen and Stockholm. In addition to the CEO and the CFO, other senior NCC executives participated in Board meetings in order to present matters, and the Senior Legal 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. Furthermore, the Committee is to ensure a qualified, efficient and independent internal and external audit of the company, that effective communication is maintained between the Board and external auditors, and that matters relating to the company’s financial reporting and audit are prepared, 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 Board’s Project Committee assists in the preparation, analysis and decisions regarding tenders in contracting operations for projects exceeding SEK 1.5 billion. In 2023, the Committee addressed nine projects and held seven meetings, attended by all members.

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 2024 resolved that Board fees be paid in a total amount of SEK 4,815,000, excluding fees for work on committees, distributed so that the Chairman of the Board receives SEK 1,605,000 (2023: SEK 1,500,000) and each other member receives SEK 535,000 (2023: SEK 500,000). Fees will be paid to the members of the Audit Committee as follows: the Chair of the Committee will receive SEK 175,000 and each other member will receive SEK 125,000. Fees will be paid to the members of the Project Committee as follows: the Chair of the Committee will receive SEK 125,000 and the other member will receive SEK 100,000. The adopted Committee fees are unchanged.

Fees to be paid to the members of the newly established Remuneration and Competence Committee were resolved as follows: the Chair of the Committee will receive SEK 100,000 and each other member will receive SEK 50,000.

 

Board attendance in numbers, 2023

Alf Göransson, Chairman of the Board: 11 (11)
Simon de Château, Board Member: 11 (11)
Cecilia Fasth, Board Member: 8 (11)
Mats Jönsson, Board Member: 11 (11)
Daniel Kjørberg Siraj, Board Member: 8 (11)
Angela Langemar Olsson, Board Member: 11 (11)
Birgit Nørgaard, Board Member: 11 (11)