The board’s work

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 2018 reelected the Directors Christel Kinning, Fredrik Lövstedt, Mats H Nilsson and Heiner Olbrich, and elected Göran Carlson and Alessandra Cama as new Directors. Martin Bjäringer and Lotta de Camps have declined re-election. The AGM 2018 resolved to re-elect Heiner Olbrich as Chairman of the Board of Directors

An annual board review, one of the aims of which is to analyse the Board’s work and whether the Board has a composition appropriate for the company’s needs, was conducted within the company during the latter part of the fourth quarter, and its conclusions were presented in their entirety to the Nomination Committee.

The Board is assisted by an attorney, who serves as 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 organisation and the management of its affairs and appoints its CEO. 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, which were adopted most recently at the Board meeting on August 16, 2018, define the principles for Board work, the delegation between the Board and the CEO, and the financial reporting.

Board work

In 2017 the Board held seven scheduled meetings, four of which were in connection with the quarterly financial reports, one meeting to approve a new financing agreement with Danske Bank, one by circulation in connection with the preparations for the AGM and one to adopt the budget. For further information about the Board’s work and directors’ attendance at the year’s Board meetings please refer to the Corporate Governance Report.

Please note that the Corporate Governance Report is a separate report, and not part of the Board of Directors’ report.

Compensation committee

The Board has established a Compensation Committee consisting of Heiner Olbrich and Mats H. Nilsson to prepare proposals on remuneration and other terms of employment for Senior Executives. During the year prior to

the AGM 2018, the Compensation Committee held two meetings, which both members attended. During the year the Compensation Committee, which is only a drafting committee, amongst other things (i) prepared the Board’s resolutions on remuneration principles, remuneration and other employment terms for company management, (ii) monitored and evaluated current and expiring remuneration schemes for management, and (iii) monitored and evaluated the application of the remuneration guidelines for senior executives as resolved by the AGM as well as current remuneration structures and remuneration levels in the company.

Audit committee

Björn Borg’s Board of Directors has established an Audit Committee consisting of Chairman Heiner Olbrich, Mats H Nilsson and Christel Kinning. The Audit Committee supports the Board in efforts to quality assure Björn Borg’s financial reports and is tasked with, among other things, ensuring that accurate, qualitative financial reports are prepared and communicated.

The Audit Committee is also tasked with issuing a recommendation to the Nomination Committee on the auditors’ election. The committee convened a total of four times in 2017, all in connection with the quarterly reports. All of the Committee’s members attended these meetings. In 2017 the CEO attended the meetings as a co-opted member. The Audit Committee is a drafting committee.

CEO

The Board has established an instruction for the CEO’s work and role, which in its current wording was adopted on August 16, 2018. 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.

Henrik Bunge (b. 1973) has been CEO since August 4, 2014. He does not own shares in any company with which Björn Borg has significant business interests. For more information on the CEO, see page 91 of the annual report.