AAK Annual Report 2020

AAK Annual Report 2020 116 performance, profitability and financial position and exposure to risk; to monitor the financial reporting, including instructions to the CEO and the establish- ment of requirements for the content of the financial reporting to be submitted to the Board on a continu- ous basis; to ensure the company’s insider policy and logging procedures are adhered to in accordance with legislation and the guidelines of the Swedish Financial Supervisory Authority; to ensure there are effective systems for follow-up and control of the company’s operational and financial position against set goals; to follow up and evaluate the company’s development and to recognize and support the work of the CEO in carrying out the required measures; to ensure there is sufficient control of the company’s compliance with legislation and other rules applicable to the opera- tion of the company, to ensure the required ethical guidelines are set for the company’s behavior; and to propose to the Annual General Meeting any dividend, repurchase of shares, redemption or other proposals falling within the competence of the Annual General Meeting. The Chairman of the Board of Directors is responsible for evaluating the work of the Board. During 2020, he conducted a survey of the members and, based on this and interviews in the previous year, analyzed the results. The results of the survey were then presented and discussed on the Board and on the Nomination Committee as the basis for assessing the size and composition of the Board. The evaluation focused on Board work in general and on the contribu- tions of individual members, including the Chairman of the Board and the CEO. The Board evaluations clearly contributed to continued development of the work of the Board and the committees. Composition of the Board Under the Articles of Association, AAK’s Board shall consist of at least three and at most ten members. The current Board consists of six members elected by the Annual General Meeting. Under Swedish law, employee organizations have a right to be represented on the Board, and have appointed two ordinary mem- bers and two deputies. In accordance with the pro- posal by the Nomination Committee, all six members were re-elected. Georg Brunstam was re-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 Bengt Baron and Märta Schörling Andreen were appointed members. Georg Brunstam was appointed Chairman of the Remuneration Committee and Märta Schörling Andreen was appointed member. Georg Brunstam is also Director of the Board of Melker Schörling AB, which holds around 30.8 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 inde- pendent in relation to AAK’s major shareholders. The Shareholders Annual General Meeting Board of Directors CEO and Group Management Group Functions Business Areas Food Ingredients Chocolate & Confectionery Fats Technical Products & Feed Nomination Committee Remuneration Committee External Audit Audit Committee CORPORATE GOVERNANCE