The Work of the Board
GHP’s Articles of Association stipulate that the company’s Board shall consist of no less than five and no more than eight Board members, with no more than five deputies.
The company’s Board consists at present of five Board members elected by the General Meeting of the shareholders. No employee representatives have been appointed.
The work of the Board shall follow the formal work plan that has been adopted and the Board decides on instructions for the CEO. The formal work plan states that the Board shall meet at least six times during the financial year, in addition to the Board meeting following election, which is held immediately after the Annual General Meeting.
The company’s Articles of Association stipulate that the members of the Board elected by the General Meeting of the shareholders shall be elected for a period up until the next Annual General Meeting. The union that represents the company’s employees may itself state the mandate period for the Board’s employee representatives. However, the mandate period may not exceed four years, but may be renewed an unlimited number of consecutive times. The members of the Board elected by the General Meeting of the shareholders may at any time be removed from their position through a resolution of the General Meeting of the shareholders or by themselves deciding to resign. However, vacancies on the Board may only be filled by the General Meeting of the shareholders.
The Board shall appoint a Remuneration Committee. The task of the Remuneration Committee is to prepare questions for the approval of the Board that relate to remuneration and benefits for senior management. The Remuneration Committee shall also assist the Board with resolutions to be adopted at the General Meeting of the shareholders by drawing up proposals for remuneration principles, conditions of employment and benefits for senior management. The committee consists of three members of the Board and is appointed each year by the Board at the first Board meeting. The Chairman of the Board may also be the committee Chairman. The other committee members, however, shall be independent of senior management.
The current Remuneration Committee members are Carsten Browall (Chairman), Bo Wahlström and Johan Wachtmeister.
The Board shall appoint an Audit Committee. At the request of the Board, the committee shall prepare questions concerning the procurement of audit services and the auditor’s fee, follow up the work of the auditor and the company’s internal control, monitor the current risk level, monitor the accounting records and the company’s communication of financial information, and other questions that the Board finds appropriate. The aim of the work of the committee is to ensure that the company’s accounts maintain a high standard and, to the greatest possible extent, to secure that the company’s and the shareholders’ interests are protected. The committee also has an Election Committee that prepares proposals for the election of an auditor and/or a deputy auditor and for the auditor’s fee before those General Meetings of the shareholders where such elections shall be carried out. The Audit Committee shall consist of at least three committee members, who are appointed annually by the Board at the first regular Board meeting. The majority of the committee members shall be independent of the company and senior management. At least one of the committee members shall also be independent of the major shareholders (i.e. shareholders who control at least ten percent of the shares or votes in the company). A Board member who is also on the senior management team may not be a member of the Audit Committee at the same time. The Chairman of the Board may also be the committee Chairman.
The current Audit Committee members are Mikael Olsson (Chairman), Carsten Browall and Elisabeth Hansson.
The Board has adopted an information policy and an insider policy, which contain guidelines for how the stock market’s demand for information shall be met and also state how GHP shall deal with insider questions and legal requirements in this connection.