AAK Annual Report 2020

AAK Annual Report 2020 117 other three members elected by the Annual General Meeting, Bengt Baron, Marianne Kirkegaard and Patrik Andersson, are independent 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 independ- ent of the Company and the Company management shall also be independent of the Company’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 regard- ing 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 finan- cial reporting and monitoring of day-to-day business operations 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 stat- utory 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 instruments. The current Board held its statutory meeting on May 13, 2020, at which all members were in attendance. Chairman of the Board At the Annual General Meeting held on May 13, 2020, Georg Brunstam was re-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 business 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 Nomination 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 2020 The Board held eleven meetings during the year. Business area managers have reported on the goals and business strategies of the business areas. The Board has handled issues relating to strategy, staffing and organization. Decisions have been made relating to investments and acquisitions. Other areas handled have been the Group’s work on the supply of raw materials, risk management and the Company’s strategy for capital structure and borrowing. Attendance at Board and Committee meetings in 2020 Member Board of Directors Audit Committee Remune- ration Committee Number of meetings 11 5 2 Georg Brunstam 11 2 Patrik Andersson 11 Bengt Baron 11 4 Marianne Kirkegaard 10 Gun Nilsson 11 5 Märta Schörling Andreen 11 5 2 Leif Håkansson 11 Lena Nilsson 11 Information about the members of the Board can be found on pages 48–49. Fees to Board members According to the decision of the Annual General Meeting, the total fees to the Board amounted to SEK 3,480,000, to be allocated between the members as follows: SEK 880,000 to the Chairman and SEK 390,000 to each of the other members elected at the Annual General Meeting who are not employed by the Company. The Chairman of the Audit Committee received SEK 250,000 and the members SEK 125,000 each. The Chairman of the Remuneration Committee received SEK 100,000 and the member SEK 50,000. The secretary to the Board and employee represent- atives to the Board do not receive any compensation