Corporate Governance

AddLife board of directors

The tasks of the board of directors
The principal duty of the board is to administer the group's activities on behalf of the owners, ensuring that their interest in long-term capital performance is met in the best possible manner. The Board of Directors has the overarching responsibility for the organisation and management of AddLife. The work of the Board of Directors is governed by the Swedish Companies Act, the Articles of Association, the Code and the rules of procedure adopted by the Board for its work.

Composition and independence of the Board 
According to AddLife’s Articles of Association, the Board of Directors must consist of four to six members. Members are elected annually at the AGM for the period extending until the end of the next AGM. There is no limitation on how long a member may serve on the Board of Directors.

The Nomination Committee applies Rule 4.1 of the Code as its diversity policy. The board shall have an appropriate composition, taking into account the company's operations, stage of development and other circumstances, characterised by diversity and breadth in terms of the competence, experience and background of the members elected by the general meeting. A gender balance is desirable. Since the Annual General Meeting on 4 May 2023, the Board of Directors consists of six members, including three men and three women.

The Nomination Committee has determined that the composition of the Board of Directors in 2023 meets the independence requirements set out in the Code. Johan Sjö, Birgit Stattin Norinder, Eva Elmstedt and Eva Nilsagård are independent in relation to the company and group management and in relation to the company's major shareholders. 

Responsibilities and work of the board of directors
The duties of the Board of Directors are set forth in the Swedish Companies Act, AddLife’s Articles of Association and the Code. In addition to this, the work of the Board of Directors is guided by the Rules of Procedure for the Board of Directors, which is adopted by the Board of Directors. The Board of Directors has adopted written rules of procedure governing its work and internal division of labour, including its committees, decision-making procedures within the Board, the Board’s meeting procedure and the Chairman’s duties. The Board of Directors has also issued instructions for the CEO and instructions for financial reporting to the Board. In addition, the Board has adopted a number of policies for the Group’s operations such as the Financial Policy, Communications Policy and Code of Conduct. The Board of Directors supervises the work of the Chief Executive Officer by continuously monitoring activities during the year and is responsible for ensuring that the organisation, management and guidelines for managing the company's affairs are appropriately formulated. The Board is also responsible for ensuring that the company has effective systems for monitoring and control of its operations and compliance with laws and regulations applicable to the company's operations. The Board of Directors is also responsible for establishing, developing and monitoring the company’s targets and strategies, decisions on acquisitions and divestments of operations, major investments and appointments and remuneration to Group Management. The Board of Directors and the CEO present the annual report to the Annual General Meeting.

An annual evaluation of the work of the Board of Directors shall be performed under the leadership of the Chairman of the Board and the Nomination Committee shall be informed of the outcome of the evaluation. The Board of Directors shall continuously evaluate the work of the CEO. This matter shall be addressed individually each year with no member of Company management being in attendance. Moreover, the Board of Directors shall evaluate and assess any significant appointments which the CEO may have outside of the company. Under the leadership of the Chairman of the Board, the annual evaluation of the work of the Board was carried out in October 2023, and the Nomination Committee was informed of the outcome of the evaluation.

The Board of Directors’ Rules of Procedure
The Rules of Procedure for the Board of Directors shall be evaluated, updated and adopted annually. The rules of procedure determine the distribution of work among the members of the Board of Directors, including its committees, and the Executive Director, the number of ordinary meetings of the Board of Directors, the matters to be dealt with at ordinary meetings and the duties of the Chairman of the Board of Directors. The Board has also issued written instructions on how the financial reporting to the Board is to be carried out.

Work performed by the Board of Directors 2023
During the financial year, the Board of Directors held 11 Board meetings, 4 of which were held before the 2023 AGM and 7 afterwards. The Board members’ attendance is shown in the table below.

At its regular meetings, the Board of Directors has addressed the fixed items set out in the Board's rules of procedure and annual plan, such as monitoring operations and the business situation, financial reporting, decisions on current company acquisitions, adopted policy documents and a review of internal control and corporate governance.

During the year, the Board also discussed the Group's long-term objectives and strategy, sustainability issues, succession planning and overall organisational issues, as well as financing.

 Remuneration committee
The Board has appointed a Remunerations Committee consisting of Johan Sjö (chairman) and Håkan Roos. The Remunerations Committee has prepared a proposal for principles for remuneration to senior executives. The proposal has been discussed by the Board of Directors and will be presented to the Annual General Meeting for resolution. Based on the decision of the Annual General Meeting, the Board then determines the remuneration of the CEO. The CEO shall not be involved in discussions of his own remuneration. The Remunerations Committee sets the remuneration of other members of Group management based on proposals from the CEO. The Board of Directors shall be informed of the Remuneration Committee’s decision. The Remuneration Committee then has the task of monitoring and evaluating application of the guidelines for remuneration to senior executives as decided by the Annual General Meeting. The Committee shall also monitor and evaluate programs of variable remuneration to Group Management in progress and those completed during the year.

The Remunerations Committee held one meeting during the financial year. All Committee members were present at the meeting.

Audit committee
The Audit Committee consists of the entire Board of Directors and Eva Nilsagård is appointed Chairman of the Audit Committee. The Committee's work is conducted as an integral part of the Board's work at regular Board meetings. Without impacting the Board of Directors’ responsibilities and tasks in general, the Audit Committee shall monitor the company’s financial reporting, monitor the effectiveness of the company’s internal control and risk management with respect to financial reporting, stay informed about the audit of the annual report and consolidated financial statements, review and monitor the auditor’s impartiality and independence and pay special attention to whether the auditors provide the company with services other than auditing services, and assist in the preparation of proposals for the Annual General Meeting for the election of auditors.

The Audit Committee has had four meetings in 2023 in connection with publication of the interim reports. In addition, AddLife's risk matrix was discussed and the company's external auditors reported on the interim and year-end audit.

In connection with the Board's adoption of the annual accounts for 2023, the Board held a briefing with and received a report from the company's external auditors. On this occasion, the Board also had a briefing with the auditors without the presence of the CEO or other members of management.

Remuneration to the Board of Directors
Remuneration to members of the Board of Directors is determined by the Annual General Meeting. The AGM 2023 resolved to pay a total fee of SEK 2,525,000 for the period until the end of the next AGM. Of this amount, the Chairman of the Board will receive SEK 725,000, while each of the other Board members will receive SEK 360,000 and the Chairman of the Audit Committee will receive SEK 75,000.