The Board’s work

The board of directors is the highest decision-making body after the general meeting and is also the highest executive body. The board of directors’ responsibility is regulated on various levels. The board of directors’ responsibility is mainly regulated in the Swedish Companies Act. Pursuant to the Swedish Companies Act, the board of directors is responsible for the company’s organisation and the administration of the company’s affairs. Furthermore, the board of directors shall continuously assess the company’s financial position, as well as to ensure that the company’s organisation is formed in a way that the accounting, management of funds and the company’s financial conditions otherwise are controlled in a secure manner.

The board of directors will, after the listing of the Synsam Group’s shares on Nasdaq Stockholm, comply with the Code and Nasdaq Stockholm’s Rule Book for Issuers, as well as other Swedish and foreign laws and regulations, as applicable.

The board of directors’ responsibility is further regulated in Synsam Group’s articles of association, directions given by the general meeting and rules of procedure for the board of directors of the company adopted by the board of directors.

The assignments of the board of directors include, among other things, to set objectives and strategies, ensure that there are effective systems for follow-up and control of the company’s operations, and ensure that there is satisfactory control of the company’s compliance with legislation and other regulations applicable to the company’s operations. The board of directors decides on the company’s business direction, strategy, business plan, resources and capital structure, organisation, acquisitions, major investments, divestments, annual and interim reports and other general issues of a strategic nature. In addition, the board of directors addresses issues and makes decisions regarding other matters considered to be outside the scope of the CEO’s authority.

The board of directors shall also define appropriate guidelines to govern Synsam Group’s conduct in society, with the aim of ensuring its long-term value creation capability as well as ensure that the company’s disclosure of information is characterised by transparency and is accurate, reliable, relevant and not misleading. In addition, the assignments of the board of directors include appointing, evaluating and if necessary removing the CEO.

Members of the board of directors, except for employee representatives, are appointed annually by the annual general meeting for the period until the end of the next annual general meeting. According to the company’s articles of association, the members of the board of directors to be elected by the general meeting shall consist of 3–10 members. The company’s board of directors consists of [nine] members elected by the general meeting. Synsam Group’s board of directors follows a written procedure, which has been adopted by the board of directors and which is reviewed annually. Among other things, the procedure for the board of directors regulates the board of directors’ role and responsibility, the board of directors’ way of working and how the work is divided within the board of directors. The board of directors also adopts instructions for the CEO of Synsam, including instructions for financial reporting.