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 2018, NCC's Board held seven scheduled meetings, four non-­scheduled meetings and the statutory meeting held directly after the AGM. The Board's work focuses primarily on strategic issues, the adoption and follow-up of operational goals, business plans, the financial accounts, major investments and divestments, plus other decisions that, in accordance with NCC's decision-making procedures, have to be addressed by the Board. Project impairments and management changes gave rise to a number of non-scheduled Board meetings during the year. Reporting on the progress of the company's operations and financial position was a standing item on the agenda. The Board has established rules of procedure for its work and instructions for the division of duties between the Board and the CEO, as well as for financial reporting to the Board. The Board made a number of worksite visits in connection with Board meetings. In addition to the CEO and the CFO, other senior NCC executives participated in Board meetings in order to present matters. NCC's Senior Legal Counsel was secretary of the Board.

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 2018, the Audit Committee held six meetings at which all members were present. The Board also assessed the need of a special audit function (internal audit). The Board concluded that moving forward there will be a need for a separate internal audit and an independent internal audit function, Group Internal Audit, was established in December 2018. The Board's evaluation of its work was conducted by the Board engaging in separate interviews of other Members. The results of these interviews were then compiled and discussed by the Board. Documentation for this matter was prepared by the Nomination Committee.

In July 2017, the Board established a Project Committee, which assists in the preparation, analysis and decisions regarding tenders in contracting operations in respect of projects exceeding SEK 1.5 billion. In 2018, the Committee addressed six projects and held five meetings, which all members attended. 

Chairman of the Board

The Chairman of the Board directs the work conducted by the Board and maintains regular contact with the CEO, in order to continuously monitor the Group’s operations and development. The Chairman represents the Company in ownership matters. The Chairman of the Board 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. In addition, the Board 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 Board 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

The Nomination Committee proposes the fees to be paid to the Board of Directors.

The Annual General Meeting 2019 resolved that the director fees for Board work in 2017: Payment of director fees totalling SEK 4,100,000 was resolved, distributed in the amount of SEK 1,100,000 to the Chairman of the Board and SEK 500,000 to each other AGM-elected member. Fees to the members of the Audit Committee as follows: the chairman of the Committee will receive SEK 175,000 and each other Committee member will receive SEK 125,000. A special fee is paid to the members the Project Committee, which amounts to SEK 125,000 for the chair and SEK 100,000 for each other member.