Board of Directors
In accordance with the Articles of Association, Björn Borg’s Board of Directors consists of a minimum of four and a maximum of eight members. Directors are elected annually at the Annual General Meeting (AGM) for a one-year term up until the following AGM.
The AGM 2016 reelected Directors Fredrik Lövstedt, Mats H Nilsson, Martin Bjäringer and Heiner Olbrich and elected Christel Kinning, Petra Stenqvist and Lotta de Champs as new directors. Fredrik Lövstedt was reelected Chairman of the Board. The Board fulfills the requirements of the Code that no more than one Director elected by the AGM is employed in the company’s management or the management of the company’s subsidiary, that a majority of the Directors are independent in relation to the company and the management, and that at least two Directors are independent in relation to the company’s major shareholders. For the 2016 AGM the Nomination Committee concluded that all of the nominated Directors were independent from the company and the management as well as from major shareholders, with the exception that the Chairman of the Board, Fredrik Lövstedt, was not considered independent in relation to the company’s major shareholders due to his shareholding. The Board is assisted by an external secretary. For more information on the Directors, see the Board presentation.
The board’s rules of procedure
Pursuant to the Companies Act, Björn Borg’s Board is responsible for the company’s organization and the management of its affairs and appoints its President. The Board lays down the company’s goals and strategy, adopts critical policy documents and continuously monitors compliance thereto. The Board also has ultimate responsibility for its various committees. The Board’s rules of procedure define the principles for Board work, the delegation between the Board and the President, and financial reporting.
The Board has established a Compensation Committee consisting of Chairman Fredrik Lövstedt and Mats H. Nilsson to prepare proposals on remuneration and other terms of employment for Senior Executives. In 2015 the Committee held four meetings, and all of the members attended all the meetings. The Compensation Committee is a drafting committee.
The Board of Directors has established an Audit Committee consisting of Chairman Fredrik Lövstedt, Christel Kinning and Mats H Nilsson. The committee supports the Board in its efforts to quality assure Björn Borg’s financial reports and is tasked with ensuring that accurate, qualitative financial reports are prepared and communicated. The committee convened a total of four times in 2015, all in connection with the quarterly reports. All of the Committee’s members attended all of the meetings. The Managing Director participates in the meetings of the Audit Committee. The Audit Committee is a drafting committee.
In 2015 the Board held six meetings, four of which were in connection with the quarterly financial reports, one in connection with the preparations for the AGM and one strategy meeting that included the adoption of the budget. For directors’ attendance at the year’s Board meetings please refer to the Corporate Governance Report.
The Board has established an instruction for the CEO’s work and role. The CEO is responsible for day-to-day management of the group’s operations according to the Board’s guidelines and other established policies and guidelines, and reports to the Board.