Responsibilities and Work Procedures
The Board of Directors responsibilities and work procedures are defined in accordance to the Swedish Companies Act, Securitas’ Articles of Association as well as the Swedish Code for Corporate Governance.
The members of the Board of Directors
According to the Articles of Association the Board of Directors shall have five to ten board members elected by the Annual General Meeting, with no more than two deputy directors. Securitas has ten members elected by the Annual General Meeting, three employee representatives and two deputy employee representatives.
The Annual General Meeting 2009 re-elected Carl Douglas, Marie Ehrling, Annika Falkengren, Stuart E. Graham, Alf Göransson, Berthold Lindqvist, Fredrik Palmstierna, Melker Schörling and Sofia Schörling Högberg and elected Fredrik Cappelen as new Board member. The General Meeting re-elected Melker Schörling as Chairman of the Board. The attorney of law, Mikael Ekdahl, is the secretary of the Board.
The Responsibilities of the Board of Directors
The Board of Directors is responsible for the Group’s organization and administration in accordance with the Swedish Companies Act and appoints the President and CEO, the Audit Committee and the Remuneration Committee. In addition, the Board of Directors decides on the President and CEO’s salary and other remuneration. The Board meets a minimum of six times annually. At least one meeting per year involves visiting the operations of one of the Group’s divisions. The Group’s auditors participate in the meeting of the Board of Directors in conjunction with the yearly closing of the books.
The Procedure of the Board of Directors
The activities of the Board of Directors and the division of responsibility between the Board and Group Management are governed by formal procedures documented in a written instruction, which are adopted by the Board each year after the Annual General Meeting. According to these rules, the Board shall decide on, among other things, the Group’s overall strategy, corporate acquisitions and property investments, in addition to establishing a framework for the Group’s operations by approving the Group’s budget. The procedures include a work instruction for the Chief Executive Officer as
well as instruction for the financial reporting. The procedures also prescribe that an annual evaluation of the work of the Board of Directors shall be carried out.
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