The Board constitutes the highest decision-making body during the period between general meetings. The tasks of the Board are regulated in the Swedish Companies Act and in the company’s Articles of Association. The board shall make decisions in matters concerning:

• Strategies, business plan and budget;
• Annual reports, interim reports and year-end reports;
• Important changes in the Company’s organization and operations, internal control and risk management;
• Major investments, acquisitions and other changes in the group structure;
• Loans and other financing issues of a significant nature; and
• The company’s compliance with applicable rules.

The work of the Board follows the rules of procedure that are adopted annually at the statutory Board meeting that follows the Annual General Meeting. The rules of procedure regulate the rules of procedure within SDS, the board’s meeting rules and the division of work between the board, the chairman of the board, the board’s committees and the managing director. The tasks and rules of procedure of the committees are determined by the Board in written instructions. The main task of the committees is to prepare matters that are presented to the Board for decision. The CEO shall handle the day-to-day administration in accordance with the Board’s guidelines and instructions. The division of work between the Board and the CEO is determined by written instructions.

Chairman of the Board

The Chairman of the Board leads the work of the Board and monitors that the Board performs its tasks and represents the Board towards the owners and maintains contact with the owners. The Chairman is also responsible for initiating the annual evaluation of the work of the Board and the CEO. The chairman ensures that the board receives satisfactory information and decision material for its work and receives the training required for the board’s work to function effectively, and checks that the board’s decisions are implemented.

Composition of the Board

According to the Articles of Association, the SDS Board shall consist of three to five members with a maximum of five deputies. The Board members are elected annually at the Annual General Meeting, until the end of the next Annual General Meeting.

Auditor

The auditor shall examine the company’s annual report and accounts as well as the Board of Directors’ and the President’s administration. After each financial year, the auditor shall submit an audit report to the Annual General Meeting. According to the company’s articles of association, the company must have one to two auditors with a maximum of two deputy auditors or a registered auditing company.