In accordance with the Swedish Companies Act, the Board is responsible for company organisation and for administration of the company’s affairs. The Board has to continuously assess the financial situation of the company and Group.
The principal task of the Board is to administer the company’s affairs on behalf of the shareholders. The composition of Fabege’s Board of Directors complies with the Listing Rules of the Stockholm Stock Exchange, e.g. on independence. This means that no more than one Director may be active in the company’s operational activity. The rules of procedure state that the Board of Directors has to:
- Ensure that the Chief Executive Officer (CEO) fulfils his duties.
- Annually evaluate the CEO’s performance in relation to specified long- and short-term objectives.
- Continuously evaluate Fabege’s business transaction procedures and guidelines for its property management activities and investment of the company’s assets.
- Define objectives, essential policies and strategic plans and continuously monitor compliance and ensure that these are updated and revised following receipt of a report from the CEO.
- The Chairman of the Board shall through contacts with the CEO monitor Fabege’s development and ensure that the Directors are provided, through the agency of the CEO, with the information they require to stay abreast of the company’s development.
- The Chairman of the Board shall also consult with the CEO on strategic issues and ensure that the transaction of business does not violate the provisions of the Swedish Companies Act and the company’s Articles of Association.
- Hold five ordinary meetings per year in addition to the constituent meeting. At the meetings the Directors are to transact business relating to financial and economic reports, the purchase and sale of properties, current market issues and staff issues. Extraordinary meetings may be convened for the purpose of discussing and deciding on issues that cannot be postponed until the next ordinary Board meeting.
Rules of procedure and instructions
Each year, the Board of Directors of Fabege adopts a set of rules of procedure, including instructions on division of labour and reporting, to supplement the provisions of the Companies Act, Fabege’s Articles of Association and the Code.
In addition to the general provisions of the Companies Act, the Rules of Procedure regulate the following:
- The number of Board meetings (normally five ordinary meetings in addition to the constituent meeting).
- The forms for extra meetings and telephone meetings.
- Items to be included in the agenda at each meeting.
- When Board material should be made available.
- The duties of the Board.
- The special role played by the Chairman in the Board and the specific duties arising from that role.
- The appointment of the Audit Committee and the Remuneration Committee specification of the tasks to be performed by the Committees.
- The forms for preparing issues relating to compensation.
- Delegation of decision-making powers by the Board.
- Reporting by the auditors and meetings with the auditors Fabege.
The items that should normally be included in the agenda are financial and operational reporting, decisions on acquisitions and sales and on investments in existing properties, current market issues, HR issues and reporting by the Audit Committee.