The Board of Directors is responsible for governing the company’s operations in accordance with the interests of the company and all shareholders. According to the Swedish Companies Act, the Board is responsible for the organization and the administration of the company’s affairs. Every year the Board adopts written rules of procedure which, together with the Companies Act, the Articles of Association and the Code, lay out the Board’s responsibilities and regulate the division of responsibilities within the Board, i.e., between the Chairman and the other board members as well as between the Board and its committees. The rules of procedure also stipulate routines for the continuing board work.
The Board shall normally hold six regular meetings per year, including at least one with the company’s auditors in attendance and without the attendance of members of the Group Management. Extra board meetings may be held to deal with matters that cannot appropriately be dealt with at a regular meeting. Such meetings may be held by phone, by videoconference or by circulation. Normally a summons to a regular meeting shall be sent to the board members one week in advance of the meeting in question. The summons is to include the agenda and relevant documents and decision-making materials regarding the business to be addressed at the meeting.
According to Eniro’s Articles of Association, the Board shall consist of four to ten directors, who are elected each year at the Annual General Meeting based on the recommendations of the Nomination Committee for a term extending through the end of the next Annual General Meeting. According to Swedish law, the employee organizations have the right to appoint three board members and one deputy for each of these. The Board currently consists of four AGM-elected directors and two employee representatives. No board member is a member of Group Management.