The Board of Directors is ultimately responsible for the Company’s organisation and administration. Based on its analysis of the Company’s operating environment, the Board is also responsible for deciding on strategic matters.
The Board of Directors’ assignments are regulated through the Swedish Companies Act, Alligo AB’s articles of association and the Swedish Corporate Governance Code. In addition, the Board of Directors’ work is regulated by the rules of procedure adopted by the Board of Directors. Each year, the Board is to adopt written rules of procedure that regulate the work of the Board and its internal distribution of responsibility, including its committees, the procedure for resolutions within the Board, the agenda for board meetings and the duties of the Chairman. The Board of Directors is also to issue a set of instructions to the President & CEO and instructions for financial reporting to the Board of Directors. The Board is also to adopt a number of policies for the Group’s operations, including a Financial policy, Code of Conduct and Information security policy.
The Board of Directors will oversee the work of the President & CEO through continuous monitoring of the operations during the year and is responsible for ensuring that the organisation and management as well as the guidelines for administration of the Company are appropriate and that the Company has adequate internal control and effective systems in place for monitoring and controlling the Company’s operations and compliance with legislation and regulations applicable to the Company’s operations. The Board is also responsible for establishing, developing and monitoring the Company’s goals and strategies, decisions regarding acquisitions and divestments of operations, major investments, and the appointment and remuneration of Group management. The Board of Directors and CEO present the annual accounts to the Annual General Meeting.
An evaluation of the Board’s work is to be performed annually under the leadership of the Chairman of the Board and the Election Committee is to be informed about the results of the evaluation. The Board of Directors is to continuously evaluate the President & CEO’s work. This issue is to be addressed each year at a special Board meeting that is not attended by Group management. The Board is also to evaluate and comment on significant assignments, if any, performed by the President & CEO outside the Company.
The Board’s rules of procedure
The Board’s rules of procedure are to be evaluated, updated and adopted annually. If the Board of Directors establishes a committee from among its own ranks, the Board’s rules of procedure are to specify the duties and decision-making authorities the Board has delegated to the committee, and how the committee is to report to the Board. The Board of Directors is to hold meetings on a regular basis in accordance with a programme adopted by the rules of procedure, which includes fixed decision items and other items as needed. At scheduled meetings, the Board of Directors is to address the fixed items on the agenda for each board meeting, in accordance with the Board’s rules of procedure.