The Board’s work
Composition and independence of the board
According to engcon’s articles of association, the board of directors shall consist of at least three and at most ten board members without deputies. According to the Code, the chair of the board is appointed by the general meeting. No more than one elected member of the board may be a member of the executive management of the Company or a subsidiary. The majority of the directors elected by the general meeting are to be independent in relation to the Company and its executive management. At least two of the members of the board who are independent in relation to the Company and the executive management must also be independent in relation to the Company’s major shareholders. engcon’s board currently consists of five members elected by the AGM.
The board of directors’ work
The board is the second-highest decision-making body of the Company after the general meeting and the highest executive body of the Company. The duties of the board of directors are set forth in the Swedish Companies Act and the Code, the latter of which will be applicable to the Company after the listing of the Company’s shares of class B on Nasdaq Stockholm. Further, the work of the board of directors is regulated by the rules of procedure of the board of directors, which the board of directors adopts every year. The rules of procedure govern the division of work and responsibility among the board of directors, its chair and the CEO. The board of directors also adopts instructions for the board committees, the CEO and the financial reporting.
The board of directors has the overall responsibility for the organisation of the Company and the management of the Company’s affairs. The board shall ensure that the Company’s organisation is structured so that the accounting, management of funds and the Company’s overall financial situation are controlled in a satisfactory manner. The board is responsible for establishing the Company’s business objectives and strategies, for reviewing the Company’s operations and continuously monitoring the Company’s development and financial situation in relation to the established objectives. The board is responsible for the Group’s financial statements being prepared in compliance with legislation and applicable accounting principles, and for quality assuring the Company’s financial reporting. The board also has the task of ensuring that there is satisfactory control of the Company’s compliance with laws and regulations. Furthermore, it is the task of the board to appoint the CEO, adopt instructions covering the duties of the CEO and monitor the CEO’s ongoing management of the Company.
The chair of shall organise and lead the work of the board and ensure that the work is done effectively and in accordance with applicable laws and regulations. The chair shall ensure that the board receives adequate information and decision-making support for its work, including information on the Company’s financial position and performance. The chair of the board ensures that the board’s work is evaluated on an annual basis and that the board’s decisions are implemented effectively. The board meets according to a pre-agreed annual schedule which includes certain fixed decision points. In addition to these meetings, additional board meetings may be convened to handle issues that cannot be referred to an ordinary board meeting.