Board of Directors
The Board of Directors is the second highest decision-making body after the General Meeting. The chief task of the Board of Directors is to decide on the Company’s business focus, its resources and capital structure, as well as its organization and management of affairs. The Board’s general obligations also include continuously evaluating the Company’s financial situation and approving the Company’s business plan. In its general undertaking, the board addresses issues such as the Company’s strategy, acquisitions, major investments, divestments and annual and interim reports, as well as appointing the Chief Executive Officer, etc.
The Board of Directors follows written rules of procedure that are established annually at the statutory Board meeting. The rules of procedure indicate how the work shall be allocated, where appropriate, among the Board Members, how often the board shall meet, and to what extent the deputies shall take part in the Board and are called to meetings. In addition, the rules of procedure regulate the board’s obligations, quorum, division of responsibilities between the Board and the Chief Executive Officer, etc.
The Board meets according to an annual schedule that is decided in advance. In addition to these meetings, additional meetings may be arranged to deal with events of unusual importance. In addition to meetings, the Chairman of the Board and the Chief Executive Officer conduct an ongoing dialogue with respect to administration of the Company. The Board of Directors held twelve meetings at which minutes were taken during the full year 2007.
The distribution of work between the Board of Directors and the Chief Executive Officer is regulated in the rules of procedure for the Board of Directors and in the guidelines for the Chief Executive Officer. The Chief Executive Officer is responsible for implementation of the business plan as well as day-to-day management of the Company’s affairs and the daily operations of the Company. This means that the Chief Executive Officer may take action without the authorization of the Board in matters which, considering the scope and nature of the Company’s business, are unusual or of great importance, if awaiting a decision from the Board would cause substantial trouble for the Company’s business. Instructions to the Chief Executive Officer also regulate responsibilities for reporting to the Board of Directors.
The Board receives a monthly written report containing information following up the Company’s sales, orders statistics, operating results and working capital developments. Moreover, the material contains comments from the Chief Executive Offi cer and the Chief Financial Officer, e.g., brief comments on the different markets. During months when the Board meets the monthly report is more extensive and also includes a balance sheet and cash flow statement, among other things. Once a year the board evaluates the management in a systematic fashion. In this context, the Management Team includes certain non-senior managers, i.e. a broader group of employees than what in other parts in this prospectus have been defined as included in the senior executives.
The Annual General Meeting elects Board Members annually for the time until the next Annual General Meeting is held. The Board of Directors shall consist of not less than three and not more than twelve ordinary members. In addition, the Board may also include Employee Representatives.
Main owners, Board Members and the Chief Executive Officer perform a yearly detailed evaluation of the Board. The evaluation regards among other things the Board’s composition, Bard Members and the Board’s work and routines.
Duni’s Board of Directors consists of six members elected by the 2008 Annual General Meeting and two Employee Representatives with one Deputy Member. During the split financial year 1 July – 31 December 2007, the Board of Directors consisted of ten members, of whom three were appointed by trade unions and one of these were alternate member. The Chief Executive Officer is not a member of the Board of Directors but generally participates at the Board meetings by presenting information, as does the Chief Financial Officer. The Chairman of the Board does not participate in the operating management of the Company. Board Members are presented in greater detail in the sections “Board of Directors”.
The Board’s committees
In April 2007, the Board of Directors resolved to appoint a compensation committee. The compensation committee will establish principles for compensation to senior management as well as negotiate and contract with the managing director regarding the latter’s compensation. For more information, see “Remuneration committee”
The Board of Directors has also appointed an audit committee. The audit committee prepares the Board’s work by reviewing routines for group risk management, governance and control, financial reporting, and tax situation. In carrying out this work, the audit committee is in regular contact with the CFO and the auditors. For more information, see “Audit committee”.