The Board is responsible for the Company’s organisation and management of the Company’s affairs. The Board continuously monitors the financial situation of the Company and the Group and ensures that the Company is organised in such a way that its accounting, cash management and other financial circumstances can be adequately controlled. The Board also ensures that its performance is evaluated on an annual basis through a systematic and structured process.
The Board’s rules of procedures, including instructions for the division of responsibilities between the Board and President & CEO, are updated and adopted annually. The rules regulate the Board’s obligations, the division of responsibilities within the Board, the number of Board meetings, the annual agenda and main topic of each meeting, instructions for preparing the agenda and background documentation for decisions, etc.
The Chairman of the Board supervises the work of the Board and is responsible for ensuring that the Board carries out its duties in an organised and efficient manner. The Chairman continuously monitors the Group’s development through ongoing contact with the President & CEO. The Chairman of the Board represents the Company in matters related to ownership structure. In accordance with Sweco’s Articles of Association, the Board of Directors is comprised of at least three and not more than nine members. These members are elected by the Annual General Meeting to serve for the period through the conclusion of the next Annual General Meeting.
Composition of the Board
The Board consists of eight ordinary members elected by the AGM and three employee representatives, with three union-appointed deputies. The AGM-elected Board members serve for a one-year period through the conclusion of next year's AGM. With the exception of the President & CEO (Åsa Bergman), none of the AGM-elected Board members have an operational role in the Company. Six of the AGM-elected Board members are Swedish citizens, one is a German citizen, and one is a dual Swedish-American citizen. There are five female and three male AGM-elected Board members. With the exception of the President & CEO (Åsa Bergman), all AGM-elected Board members are independent in relation to Sweco. The AGM-elected Board members, with the exception of Gunnel Duveblad, Johan Hjertonsson and Johan Nordström, are independent in relation to the major shareholders.
Work of the Board
Apart from the statutory Board meeting held immediately following the AGM, the Board meets at least six times per year. In 2018 the Board held ten meetings, four of which were held in conjunction with publication of interim reports. The meeting held in conjunction with publication of the Q2 report was held via telephone, with all documentation distributed in advance. In conjunction with the September meeting in Bergen, Norway, the Board visited Bybanen, a railway project and, different projects Sweco has been part of in Bergen city center.
In addition to reporting on the development of Sweco’s operations and finances, the Board meetings in 2018 devoted considerable attention to organic and acquisition-driven growth, the Company’s strategic focus, management and HR issues, CSR, risk management, internal control issues and other matters for which decision responsibility is assigned to the Board by the rules of procedure. Additional Board meetings in the beginning of 2018 were held in connection with the recruitment of a new President & CEO. Executive Team members other than the President & CEO participate in Board meetings to present reports when necessary. The Board Secretary is the Company’s General Counsel. The Company’s statutory auditor takes part in at least one Board meeting per year.