Work of the Board of Directors
The Board of Directors’ fundamental duties are set out in the Swedish Companies Act. Each year, the Board adopts rules of procedure and a number of instructions.
Responsibilities and duties of the Board
According to the Companies Act, the Board of Directors is responsible for the company’s organisation and the administration of the company’s operations. Each year, the Board of Directors establishes rules of procedure for the Board’s work, instructions regarding the division of labour and responsibilities between the Board and the CEO, as well as instructions for financial reporting and other information to the Board. The rules also state forms and requirements for reporting other engagements that constitute or may constitute a conflict of interest with the board assignment. The rules of procedure state that the Board must approve the objectives of the company and the Group, significant policies, strategic plans and major investments.
The Board’s rules of procedure also include instructions for the Board’s Audit, Remuneration and Finance Committees. The Board’s duties include establishing the company’s overall strategies and objectives, and ensuring that there are appropriate systems in place for monitoring and controlling the company’s operations and the risks to which the business is exposed. The Board of Directors is responsible for financial reporting and sustainability reporting, through the Audit Committee, holds regular meetings with the company’s auditors. In addition, the auditors meet with the entire Board of Directors without the presence of company management at least once a year. The Board of Directors continuously evaluates its own work and that of the CEO, and specifically addresses this issue at least once a year.
According to the Board’s rules of procedure, the Board will normally hold four to six meetings per calendar year, in addition to the first Board meeting. Extraordinary board meetings may be held as necessary.
Board meetings
The Board holds its first meeting after election in direct connection with the AGM. The Board held twelve meetings in 2025, in addition to the first meeting. In 2025, the Board of Directors decided to invest in BECCS, for example, and to make a number of major investments in core operations, as well as deciding on related financing issues. The Board has also addressed areas such as fuel supply, pricing, financial reporting and sustainability issues.
The Board’s committees
The Board’s overall responsibility cannot be delegated, but the Board has established an Audit Committee, a Remuneration Committee and a Finance Committee. These committees prepare, monitor and evaluate issues in their respective areas prior to consideration by the Board. The committee members are appointed at the first Board meeting after election, and they work in line with Board rules of procedure and instructions.
The Audit Committee
The Finance Committee
The Remuneration Committee
Evaluation of the work of the Board of Directors
The Board continuously evaluates the performance of the Board and CEO, with the aim of developing and streamlining work and decision-making procedures. This evaluation is mainly carried out in the form of a brief evaluation of each Board meeting.
