• About Our Group
• Our Business
• Our Core Values
• Code of Conduct
• Organization
• Corporate Governance
  • Application of the Corp. Governance code
  • Annual General Meeting
  • Board of Directors and Auditors
    • The Board's Activities
    • Committees
    • Auditors
  • Renumerations
  • Accounting Principles
  • Internal Control
  • Risk Management
  • Policy for Stock Market Information
  • Articles of Association
• Corporate Responsibility
• History
• The World of Trelleborg

The Board's Activities

Composition of the Board
In accordance with the Articles of Association, the Board of Directors shall consist of three to ten members, elected annually by the Annual General Meeting for the period until the next Annual General Meeting. Although the Articles of Association allow for the election of deputies, there are currently no deputies elected by the Annual General Meeting. 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 Finance Committee and the Remuneration Committee.

Responsibilities of the Chairman
The Chairman is responsible for the work of the Board being well organized and conducted efficiently, and that the Board fulfills its obligations. The Chairman monitors operations in dialogue with the President. He is responsible for ensuring that other Board members receive the information and documentation necessary to maintain a high level of quality in discussions and decisions, and checking that the Board’s decisions are executed. The Chairman is responsible for ensuring that new Board members undergo requisite introductory training and that the Board continuously updates and deepens its knowledge about the company. The Chairman is also responsible for annually evaluating the Board’s activities, and this evaluation is then shared with the Nomination Committee. The Chairman represents the company in all ownership issues.

Responsibilities and work of the Board
The Board is responsible for managing operations in the interest of the company and all its shareholders in accordance with external and internal steering documents. The framework comprises a written formal work plan for the Board that is adopted by the Board each year. The Board monitors the President’s work through ongoing reviews of the operation over the year. The Board’s responsibility includes establishing internal steering instruments and ensuring that there are effective systems for follow-up and control of the company’s operations and that there is satisfactory internal control. In addition, the responsibilities of the Board include setting strategies and targets, deciding on major acquisitions and divestments of operations or other major investments, deciding on financial investments and loans in accordance with the Treasury Policy and issuing financial reports. The Board annually evaluates the President and other senior executives and oversees the planning of managerial succession. Trelleborg’s Board of Directors meets at least seven times per year.

The Board’s responsibility for financial reporting
The Board ensures the quality of financial reporting in part through instructions to the President, instructions regarding financial reporting to the Board and through the Communications Policy, and in part by considering reports from the Audit Committee. The Board also assures the quality of financial reporting by considering interim reports, year-end reports and annual reports in detail at its respective meetings. The Board has delegated to corporate management the responsibility for ensuring the quality of financial press releases and presentation material in conjunction with meetings with the media, shareholders and financial institutions.

Independence of the Board
The Board’s assessment, which is shared by the Nomination Committee, regarding the members’ position of dependence in relation to the company and the shareholders is presented on this page. As evident, Trelleborg complies with the Swedish Code of Corporate Governance’s requirements 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.

Evaluation of Board members 2010
The Chairman of the Board is responsible for evaluating the Board’s work, including the work of individual members. This occurs annually in accordance with an established process. Periodically, evaluation is conducted with the assistance of external consultants.

In 2010, the evaluation was conducted, in part, as a self-evaluation whereby the Chairman of the Board interviewed all Board members individually and, in part, through interviews and discussions involving the Nomination Committee and a number of individual Board members, as well as feedback and discussions with the entire Board of Directors.

The evaluation focuses on such aspects as supply and demand for specific expertise and work methods. The evaluation is also used by the Nomination Committee as the basis for proposals for Board members and remuneration levels.


Work of the Board of Directors
The number of Board meetings in 2010 was 12 (19), of which 4 (10) were Extraordinary Meetings. The work focused largely on structural issues and the strategic plan.