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The Board's duties
The Board of Directors is elected by the annual general meeting and according to the articles of association shall consist of at least three and at most seven members. The members are elected at the annual general meeting of shareholders for the period until the end of the first annual general meeting that is held after the members were elected.
During 2011, the Board was composed of five members and is responsible for the company's organisation and administration. The Board works according to an established formal work plan with instructions concerning division of responsibilities between the Board and the CEO. New Board members receive an introduction to the company and its operations and participate in the stock exchange's training according to the stock exchange agreement.
The Board subsequently receives continual information about regulatory changes and such issues concerning the operations and the Board's responsibility in a listed company. Balder's Board of Directors is composed of persons who possess broad experience and competence from the real estate sector, business development and financing. Most of the Board members have experience of board work from other listed companies.
Both of the major owners Erik Selin Fastigheter AB and Arvid Svensson Invest AB are represented on the Board through Erik Selin and Fredrik Svensson.
The Board decides on authority to sign for the company, among other things. Balder's signatories, apart from the Board, are any two jointly of Chairman Christina Rogestam, CEO Erik Selin and CFO Magnus Björndahl.
The Board's duties and responsibilities
The Board's overriding duty is to manage the affairs of the company on behalf of the owners so that the owners' interest in a good long-term return on capital is satisfied in the best possible way.
The Board has responsibility for ensuring that the company's organisation is appropriate and that the operations are conducted in accordance with the articles of association, the Companies Act and other applicable laws and regulations and the formal work plan of the Board. The Board shall perform the Board work jointly under the leadership of the Chairman.
The Board shall also ensure that the CEO fulfils his duties in accordance with the Board's guidelines and directions. These are found in the instructions to the CEO drawn up by the Board. The Board members shall not be responsible for different lines of business or functions. Compensation and remuneration questions for the CEO are prepared by the Chairman and presented to the rest of the Board prior to decision. The Board's duties include, but are not limited to the following:
- establishing business plans, strategies, significant policies and goals for the company and the Group that the company is Parent Company of.
- determining the company's and Group's overall organisation.
- choosing and dismissing the CEO.
- ensuring that there is a functioning reporting system.
- ensuring that there is satisfactory control of the company's and Group's compliance with laws and other regulations that apply to the operations.
- approving a new formal work plan and instruction to the CEO annually.
- approving financial reporting in the form of interim reports, year-end reports and annual accounts that that company shall publish.
- ensuring that the company has a functioning approvals list and approvals process.
Chairman of the Board
It is the duty of the Chairman to ensure that the Board's work is conducted effectively and that the Board fulfils its duties. The duties of the Chairman include, but are not limited to the following:
- organising and leading the Board's work and creating the best possible basis for the Board's work.
- ensuring that the Board's work occurs in accordance with the provisions of the articles of association, the Companies Act and the formal work plan of the Board.
- monitoring that the Board's decisions are executed effectively.
- continually monitoring the company's development through contact with the CEO and acting as a discussion partner.
- ensuring that the Board receives sufficient information and decision data for its work.
- making sure that each new Board member is given a proper introduction upon joining the Boar.
The Board shall, in addition to the statutory meeting, hold Board meetings on at least 4 occasions annually. The CEO and/or CFO shall as a general rule present a report to the Board. The company's employees, auditor or other external consultants shall be called in to Board meetings in order to participate and report on matters as required. The Board constitutes a quorum when more than half of the Board members are present. The Chairman has the casting vote in the event of the same number of votes.