Axactor Annual Report 2016

The majority of the members of the Nomination Committee should be independent of the Board and the executive personnel. The Nomination Committee should ensure renewal of members that have served in the committee for an extensive period of time. An overview of Nomination Committee members shall be available on the Company’s website. At the Annual General Meeting of 2016 Gunnar Hvammen as Chairman and Magnus Tvenge was elected as members of the Nomination Committee. On the extra ordinary general meeting held on January 20, 2017 Gunnar Hvammen and Magnus Tvenge was however dismissed and a new compo- sition consisting of Jarle Sjo as Chariman, Magnus Tvenge and Cathrine Loftererd Fegth was elected as members of the Nomination Committee. 8. TheBoard Composition In appointing members to the Board, it is emphasised that the Board shall have the requisite expertise to evaluate independently the matters presented by the Executive Management Team, as well as the Company’s operation. It is also considered important that the Board can function well as a body of colleagues. Board members shall be elected for periods not exceeding two years at a time, with the possibility of re-election. Board members shall be encouraged to own shares in the Company. At the extraordinary general meeting held on January 20th, 2017 the EGM elected the following persons as new Board of Directors: ·· Bjørn Erik Næss (Chairman of the Board as from 01.03.17) ·· Dag Strømme (acting Chairman until and including 28.02.17) ·· Merete Haugli ·· Brita Eilertsen ·· Beate Skjerven Nygårdshaug ·· Terje Mjøs ·· Michael Hylander (deputy board member) The board is considered independent from the company’s day-to-day management. 9. Responsibility of theBoard The Board shall prepare an annual plan for its work with special emphasis on goals, strategy and implementation. The Board’s primary responsibilities shall be: (i) participating in the development and approval of the Company’s strategy, (ii) performing necessary monitoring functions, and (iii) acting as an advisory body for the Executive Management Team. Its duties are not static, and the focus will depend on the Company’s ongoing needs. The Board is also respon- sible for ensuring that the operation of the Company is in compliance with the Company’s values and ethical guidelines. The chairman of the Board shall be responsible for ensuring that the Board’s work is performed in an effective and correct manner. The Board shall annually adopt working procedures for the Board. The Board shall ensure that the Company has a good management with clear internal distribution of responsibilities and duties. A clear division of work between the Board and the Executive Management Team shall be maintained. The CEO is responsible for the executive management of the Company. The Board shall adopt written instructions to establish the allotment of work between the CEO and the Board as well as in relation to any other corporate body established by the Board. All members of the Board shall regularly receive information about the Company’s operational and financial development. The Company’s strategies shall regularly be subject to review and evaluation by the Board. The Board shall prepare an annual evaluation of its work. In 2016, the board of directors conducted 25 board meetings. Sub-committees of the Board Subsequent to the extraordinary general meeting held on January 20th, 2017, the Board has established an Audit Committee and an Investment Committee. Members of the Audit Committee are: Merete Haugli (head of committee), Beate Skjerven Nygårdshaug (member) and Terje Mjøs (member) Members of the Investment Committee are: Bjørn Erik Næss (head of committee), Dag W. R. Strømme (member), Brita Eilertsen (member). The Board has not found it necessary to establish a remuneration committee. 10. Riskmanagement and internal control The Board shall ensure that the Company has sound internal controls and systems for risk management that are appro- priate in relation to the extent and nature of the Company’s activities. The objective of the risk management and internal controls shall be to manage exposure to risks in order to ensure successful conduct of the Company’s business and to support the quality of its financial reporting. The Board shall carry out an annual review of the Company’s most important areas of exposure to risk and its internal control arrangements. The Board shall provide an account in the annual report of the main features of the Company’s internal control and Axactor AB | Annual report 2016 78