Head of Communications and Investor Relations, NCC Group
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 2021, NCC’s Board held six scheduled meetings, one unscheduled meeting 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 Gothenburg. Otherwise, due to the coronavirus, the Board was unable to implement worksite visits to the same extent as in prior years. In addition to the CEO and the CFO, other senior NCC executives participated in Board meetings in order to present matters, and the General Counsel served as secretary.
The tasks of the Audit Committee, within the framework of the work of the Board, include monitoring the company's financial statements and preparing matters related to the company's financial statements and audit in accordance with Chapter 8, Section 49 b of the Swedish Companies Act, and fulfill the duties pursuant to EU ordinance No. 537/2014. In 2021, the Audit Committee held six meetings, attended by all members.
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 2021, the Committee addressed eight 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.
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.
In accordance with the Nomination Committee’s proposal, the AGM 2022 resolved that Board fees be paid in a total amount of SEK 4,000,000, excluding fees for Committee work, distributed in the amount of SEK 1,500,000 (unchanged) to the Chairman of the Board and SEK 500,000 (unchanged) to each other member. 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 other member will receive SEK 100,000. The adopted Committee fees are unchanged.
‘The Board’s Audit Committee comprises Board Members Angela Langemar Olsson, Mats Jönsson and Birgit Nørgaard. The Chairman of the Audit Committee is Angela Langemar Olsson.
The Board of Directors’ Project Committee comprises Board Members Alf Göransson and Geir Magne Aarstad. The Project Committee is chaired by Alf Göransson