The Board's Activities
- excerpt from Trelleborg’s Annual Report for 2007
In accordance with the Articles of Association, the Board of Directors of Trelleborg AB shall consist of three to ten members, elected by the Annual General Meeting for the period until the end of the next Annual General Meeting. Although, the Articles of Association allow for the election of deputies, currently there are no deputies elected by the Annual General Meeting. During recent years, the Annual General Meeting has elected seven members, including the President, who is also the Chief Executive Officer. In accordance with legislation, employees elect three Board members and a deputy. Trelleborg’s CFO participates in the Board meetings as does the General Counsel, who also serves as the Board’s Secretary. The Board has established three committees, the Audit Committee, the Remunerations Committee and the Finance Committee.
The Chairman heads the work of the Board and is responsible for ensuring its compliance with the Swedish Companies Act, other relevant legislation and regulations, the applicable rules governing listed companies, including the Swedish Code of Corporate Governance, the Articles of Association, and the internal steering documents of the Board and its Committees. It is the responsibility of the Chairman to monitor operations, in consultation with the President, and to ensure that other Board members receive the information and documentation necessary to maintain a high level of quality in discussions and decisions. The Chairman is responsible for evaluating the Board’s activities, and this evaluation is then shared with the Nominations Committee. The Chairman also participates in the deliberation of evaluation and development matters regarding the Group’s senior executives.
The Chairman represents the company in all ownership issues.
The responsibilities of the Board include monitoring the work of the President through ongoing reviews of the operation over the year. The Board is also responsible for ensuring that Trelleborg’s organization, management and guidelines for the administration of the company’s interests are structured appropriately and that there is satisfactory internal control. In addition, the responsibilities of the Board include setting strategies and targets, establishing control instruments, deciding on major acquisitions and divestments of operations, deciding on other major investments, deciding on financial investments and loans in accordance with the Treasury Policy and issuing financial reports, as well as evaluating the management of operations and planning managerial succession.
The Board must convene at least seven times a year and otherwise as necessary.
The Board oversees the quality of financial reporting in part through instructions to the President, instructions regarding financial reporting to the Board and through the Communications Policy, in part by considering reports from the Audit Committee in the form of written minutes, and in part through observations, recommendations and proposals for decisions and measures. The Board also assures the quality of financial reporting by considering interim reports, annual reports and year-end reports in detail at its meetings. The Board has delegated to corporate management the responsibility for checking financial press releases and presentation material in conjunction with meetings with the media, shareholders and financial institutions.
The Chairman is responsible for evaluating the Board’s activities, and this evaluation is then shared with the Nominations Committee.
Trelleborg meets the listing agreement’s and the Swedish Code of Corporate Governance’s requirement that the majority of the Board members elected by the General Meeting must be independent in relation to the company and the company management, and that at least two of these shall also be independent in relation to the company’s major shareholders.
During 2007, nine Board meetings were held, of which two were extraordinary meetings.
No. 1/07: Year-end report and Annual Report 2006, review of Trelleborg Wheel Systems, risk and insurance review, acquisition matters, investments, property divestment. Auditors present.
No. 2/07: Three-month interim report, review of Trelleborg Automotive, Code of Conduct, the strategy process, acquisition matters, investments, Board evaluation, management review.
No. 3/07: Statutory meeting; meeting schedule, rules of procedure for the Board and other steering documents, authorized signatories, decision on committees.
No. 4/07: Competition matters, strengthened competition compliance program, acquisition matters, long-term borrowing.
No. 5/07: Competition matters.
No. 6/07: Six-month interim report, acquisition matters, investments.
No. 7/07: Strategic plan, action plan within Trelleborg Automotive
and Trelleborg Engineered Systems, acquisition matters, investments, competition matters. Review of Trelleborg Engineered Systems.
Visit to and review of Trelleborg Sealing Solutions in Helsingor,
Denmark.
No. 8/07: Nine-month interim report, acquisition matters and acquisition follow-up, investments, competition matters.
No. 9/07: Follow-up of audit, forecast, acquisition matters.
Auditors present.
The Board conducts reviews with the auditors when plans for the audit procedure are presented and when audit reports are to be considered. All business areas are given an opportunity to give an in-depth presentation of their operations at Board meeting at least once a year.
Click on the image for a larger view