Work of the Board of Directors

The board of directors adheres to written rules of procedure which are revised annually and adopted at the inaugural board meeting. The rules of procedure govern, among other things, the practice of the board of directors, tasks, decision-making within the Company, the board’s meeting agenda, the chairman’s duties and allocation of responsibilities between the board of directors and the CEO.

Instructions for financial reporting and instructions for the CEO are also determined in connection with the inaugural board meeting. The board of directors’ work is also carried out based on an annual briefing plan which fulfils the board’s need for information.

In addition to board meetings, the chairman and the CEO maintain an ongoing dialogue regarding the management of the Company. The board of directors meets according to a pre-determined annual schedule and at least five ordinary board meetings shall be held between each annual general meeting. In addition to these meetings, extra meetings can be arranged for processing matters which cannot be referred to any of the ordinary meetings.

Chairman of the Board of Directors

The role of the chairman is to lead the board of directors’ work and to ensure that the work is carried out efficiently, and that the board fulfils its obligations. The chairman shall, through contact with the CEO, monitor the development of the Company and ensure that board members regularly receive, from the CEO, the information needed to be able to monitor the Company’s financial position, financial planning and development. The chairman shall also consult with the CEO on strategic matters and verify that the board’s resolutions are implemented in an effective manner. The chairman is responsible for contacts with the shareholders in respect of ownership matters and to communicate the point of view of the owners to the board. The chairman does not participate in the operative work within the Company and is not part of the senior management.