AAK Annual Report 2018

110 and one new member were elected. Mikael Ekdahl declined re-election. Georg Brunstam was appointed Chairman of the Board of Directors. At the statutory Board meeting following the Annual General Meeting, the Board chose to appoint an Audit Committee and a Remuneration Committee. Gun Nilsson was appointed Chair of the Audit Committee and Lillie Li Valeur and Märta Schörling Andreen were appointed members. Georg Brunstam was appointed Chairman of the Remu- neration Committee and Märta Schörling Andreen was appointed member. Georg Brunstam is also Director of the Board of Melker Schörling AB, which holds around 31.8 percent of the votes in AAK. Georg Brunstam cannot, therefore, be considered to be independent in relation to major shareholders in the Company in accordance with the Code. Märta Schörling Andreen, a member of the Board of Directors of Melker Schörling AB, and Gun Nilsson, CEO of Melker Schörling AB, also cannot be considered to be independent in relation to AAK’s major shareholders. The other three members elected by the Annual General Meeting, Bengt Baron, Marianne Kirkegaard and Lillie Li Valeur, are inde- pendent in relation to AAK, the Company management and the Company’s major shareholders in accordance with the Code. The Board therefore fulfils the requirement of the Code that at least two Board members who are independent of the Company and the Company management shall also be independent of the Compa- ny’s major shareholders. Mikael Ekdahl, lawyer, acts as secretary to the Board. The application and result of the diversity policy are described on the Company’s website in the Nomination Committee’s reasoned statement regarding proposals to the Board of AAK AB. Working practices The Board’s working practices, containing instructions for the division of work between the Board and the CEO and for financial reporting, are updated and adopted annually. Board meetings consider the financial reporting and monitoring of day-to-day business opera- tions and profitability trends, as well as goals, strategies for the business operation, acquisitions and significant investments and matters relating to capital structure. Business area managers and other senior executives report on business plans and strategic issues on a continual basis. Remuneration and audit issues are prepared within the respective committees. The Board holds a statutory meeting immediately after the Annual General Meeting. At this meeting, the Board’s working practices are also adopted, as are the instructions to the CEO and the Committees and other internal management instru- ments. The current Board held its statutory meeting on May 30, 2018, at which meeting all members were in attendance. Chairman of the Board At the Annual General Meeting held on May 30, 2018, Georg Brunstam was elected Chairman of the Board. The role of the Chairman of the Board is to lead the work of the Board and ensure the Board fulfils its tasks. The Chairman shall monitor the progress of the busi- ness in dialogue with the CEO, and is responsible for ensuring the other members continuously receive the information required to carry out the work on the Board, maintaining the required quality and in accordance with the Swedish Companies Act and other applicable laws and ordinances, the Articles of Association and the working practices of the Board. The Chairman is responsible for ensuring the Board constantly develops its knowledge about the Company, that an evaluation of the Board’s work is carried out and that the Nomi- nation Committee is provided with this evaluation. The Chairman shall also participate in evaluation and development issues relating to senior executives in the Group. The work of the Board in 2018 The Board held 10 meetings during the year. All business area managers reported on the goals and business strategies of the business areas. The Board has handled issues relating to staffing and organization. Decisions have been made relating to investments, acquisitions and disposals. Other areas handled are the Group’s work on raw materials supply, risk management and the Company’s strategy for capital structure and borrowing.