Work of the board

Composition of the board

In accordance with the Articles of Association, the Board of Directors shall consist of no less than three and no more than ten ordinary members. The Board members are elected annually at the AGM for the period until the end of the following AGM. 

The Board consists of four members and the employees have appointed two members to the Board. The Board has a general composition of sector knowledge and competence from Board work and management of listed companies as well as finance, accounting, structural change as well as sales and strategic purchasing.

The board’s duty and responsibilities

The duty of the Board of Directors is to manage the company’s affairs on behalf of the shareholders. The Board of Directors judges the group’s financial situation on an ongoing basis, prepares budgets and annual financial statements. How NOTE can develop its sustainability work is the subject of continuous discussion. The Board of Directors is also responsible for formulating and monitoring the company’s strategies through plans and objectives, decisions on acquisitions and divestments of operations, major investments, appointments and replacements of the CEO and senior management and ongoing monitoring of operations in the year.

Each year, the Board of Directors adopts an approvals list, finance policy, instructions for financial reporting and for the Board of Directors, and rules of procedure, which formalise matters including the division of responsibilities between the Board of Directors and the CEO, alongside the Instructions for the CEO. The Chairman of the Board leads the Board of Directors’ work and ensures that it is conducted in accordance with the Swedish Companies Act, applicable regulations for listed companies, including the Code and other laws and ordinances. The Chairman is also responsible for maintaining ongoing contact with the group management, and for ensuring that the Board’s decisions are implemented appropriately. The Chairman is also responsible for the yearly evaluation of the work of the Board, which is conducted through a survey provided to all Board members. The results are compiled and discussed by the Board. The Chairman is also responsible for providing the Nomination Committee with access to this evaluation.

Work of the board of directors in 2022

Each scheduled Board meeting conducts a review of operations, results of operations and financial position of the group and outlook for the remainder of the year. In addition, the Board takes a standpoint on overall issues such as the company’s strategy, marketing and sales, financing, budget and long-term operational planning.

During the year, the Board held seven Board meetings where minutes were taken. Employees of the company participated in Board meetings to submit reports. The company’s Auditor attended one Board meeting in the year. The company’s CFO serves as secretary.