According to LKAB's Articles of Association, the Board of Directors shall consist of no fewer than six and no more than eleven AGM-elected members, excluding deputies. The Board of Directors is appointed by the AGM.
LKAB's Board consists of eight AGM-elected members. The employee organisations are entitled by law to appoint three members and three deputies. They have made use of this opportunity. Nobody from the Group management is included in the Board.
The attendance and work of the Board members during 2015 can be seen from the Corporate Governance Report, which is included in the annual and sustainability report.
Appointing the Board of Directors
LKAB does not have a nomination committee, but the election of Board members is prepared instead in accordance with the state's ownership policy. This work is co-ordinated by the Ministry of Enterprise and Innovation. LKAB's expertise requirements are analysed based on the company's operations, situation and future challenges. Consideration is also given to the need for qualifications with regard to sustainability issues. In order to be considered for a Board position, a person must have a high level of expertise relevant to current business operations, business development, industry expertise, financial issues or other relevant areas. They must also have a high level of integrity and the ability to act in the best interests of the company.
The work of the Board of Directors
The Board normally holds seven meetings a year: in February, March, April, June, August, October and December. In addition to the regular meetings, the Board is also convened as necessary. The meetings follow a set agenda to ensure the Board's information needs are met.
The Board meetings immediately after the end of each quarter cover the most recent interim report and the forecast for the current year. This means that the Board is continually evaluating the situation within the business and the financial situation, as well as adopting a stance on specific investment projects. As a result, strategies and delegations to the President are continually being examined.
The first meeting is usually an annual accounts session attended by the auditors. The Annual Report is discussed at the second Board meeting. The third to sixth meetings are devoted to matters such as operational, strategic and personnel issues, as well as market trends. At the last Board meeting of the year, decisions are made on budgets and business plans for the coming year.
The deputies to the employee representatives participate in the Board meetings. The President is not a Board member, but participates in Board meetings.
The Board establishes rules of procedure and instructions to the President on an annual basis. These documents define the basic division of powers between the Board, Board committees, the Chairman and the President.
Matters that the Board has had on the agenda during 2015 can be seen from the Corporate Governance Report, which is included in the annual and sustainability report.
LKAB's Board has an Audit Committee, a Finance Committee and a Remuneration Committee. The work of the committees is primarily of a preparatory and advisory nature, although in special cases the Board may delegate decision-making powers to the committees. Committee members and chairmen are appointed at the constituent Board meeting that follows the AGM each year.
The Audit Committee's duties include quality-assuring LKAB's financial reporting and ensuring that the company's risk management is appropriate, ensuring compliance with established principles for financial reporting and internal control, ensuring that LKAB undergoes a qualified, effective and independent audit, as well as preparing the Board's proposed appropriation of profits for the fiscal year.
The Audit Committee has four members: Lars-Åke Helgesson, Chairman, Hanna Lagercrantz, Ola Salmén and Stefan Fagerkull. The President and the CFO also attend the meetings.
The Finance Committee's duties included preparing and monitoring that the company's liquidity management, financing and hedging activities in relation to currency (USD), the iron ore price and the electricity price take place in accordance with the finance policy decided by the Board, as well as preparing tasks that require a Board decision in financial matters.
The Finance Committee has four members: Ola Salmén, Chairman, Lars-Åke Helgesson, Hanna Lagercrantz and Stefan Fagerkull. The President, CFO and company treasurer also attend the meetings.
The Remuneration Committee's duties include preparing and evaluating remuneration terms for the President, establishing salary determination policies for members of the Group management and annually evaluating the company's employee incentive programme.
The Remuneration Committee has four members: Sten Jakobsson, Chairman, Lars-Åke Helgesson, Hanna Lagercrantz and Tomas Strömberg. The Senior Vice President Human Resources also attends the meetings.