Board of Directors' work

Under the Articles of Association, the Board of Directors must consist of no less than three and no more than seven members, without deputies. Changes to the Articles of Association are resolved by a General Meeting. 

The Board of Directors consists of five members. At the AGM on May 24, 2022, Marios Fotiadis was re-elected Chairman of the Board and Eva Nilsagård, Catherine Gilmore-Lawless, Anita Tollstadius and Kleanthis G. Xanthopoulos were re-elected as Board members. 

The responsibilities of the Board are regulated in the Companies Act and the rules of procedure. The rules of procedure establish the allocation of the Board’s duties between the Board and the Board committees, as well as, in between the Board and the CEO. 

Under the rules of procedure, the Board is to decide on: strategy and budget, adopt the annual report and other external financial reporting, important policies and authorization instructions, elect the CEO and evaluate the CEO’s activities, establish rules for internal control and monitor how internal control is functioning, decide on major investments and far-reaching agreements, decide on the direction of the Board’s activities, appoint the Audit Committee and Remuneration Committee, and evaluate the Board’s activities. Moreover, the Board is also to adopt the required guidelines for the company’s conduct in society for the purpose of ensuring its long-term ability to create value. The Board must also monitor compliance with adopted guidelines on remuneration to senior executives and propose guidelines for remuneration to the AGM. 

The Chairman of the Board leads the Board’s activities. The Chairman of the Board is to monitor the development of the company and ensure that the Board of Directors receives the information required for them to fulfill their commitments. In accordance with the rules of procedure, the Chairman of the Board is to represent the company in ownership issues. The Group has a simple legal and operational structure, and structured governance and internal control systems. In light of this, the Board has chosen not to have a separate internal audit function.