Saab 2014 Annual Report Download - page 60

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COMPOSITION AND INDEPENDENCE OF THE BOARD IN 2014
Member Elected
Independent
of the company/
management
Independent
of major
shareholders
Marcus Wallenberg 1992 Yes No1)
Håkan Buskhe 2011 No2) Yes
Johan Forssell 2010 Yes No3)
Sten Jakobsson 2008 Yes Yes
Sara Mazur 2013 Yes Yes
Per-Arne Sandström 2005 Yes Yes
Cecilia Stegö Chilò 2010 Yes Yes
Lena Treschow Torell 2005 Yes No4)
Joakim Westh 2010 Yes Yes
1) Member of Investor AB’s Board
2) President and CEO of Saab
3) Employed by Investor AB
4) Member of Investor AB’s Board
Accordingly, the company fulls the requirement of the Code that a
majority of the Board Members appointed by the Shareholders’ Mee-
ting are independent of the company and its management, and that at
least two of them are independent of the major shareholders.
Work of the Board
According to the Board’s rules of procedure, six ordinary meetings
shall normally be held each year, in addition to the statutory meeting.
e Board may also meet whenever circumstances demand. During
2014, the Board held one statutory meeting, seven ordinary meetings
and three extraordinary meetings, for a total of eleven meetings. e
majority of the Board meetings during 2014 were held in Stockholm.
In September, a meeting was held in Linköping with focus on the
development of Gripen E. In connection with a Board meeting in
early October, where the focus was on the company’s naval opera-
tions, the Board visited Saab Kockums in Malmö and the shipyard in
Karlskrona.
e Board annually adopts rules of procedure, an instruction on
the allocation of work between the Board and the President, and an
instruction on nancial reporting to the Board.
e rules of procedure contain provisions on the number of board
meetings, a list of matters to be considered at the meetings, reporting
from the auditor and special decisions to be taken at the statutory
meeting. e rules of procedure and special instruction for the Presi-
dent set forth the delegation of responsibilities between the Board
and its two committees, the Remuneration Committee and the Audit
Committee, including the role of the Chairman of the Board, and
between the Board and the President. e instruction for the Presi-
dent sets out the President’s duties and authority, including matters
which require a Board resolution. e instruction also includes
policies on investments, nancing and reporting.
During the year, the Board was assisted by the Secretary of the
Board of Directors, General Counsel Annika Bäremo, who is not a
member of the Board.
e Board of Directors’ meetings follow an agenda. Prior to the
meetings, the Board Members receive documentation and sup-
porting material for the issues on the agenda. At each Board meeting
the President presents a Market and Operations Report. A nancial
report is presented at each Board meeting and in detail before the
quarterly reports and year-end report. e Board regularly reviews
and considers investments, research and development matters, orga-
nisational issues, mergers and acquisitions, and divestments of com-
panies. e Board’s annual work includes deciding on the company’s
business plan and strategy, which is normally resolved by the Board
in June. e Board meeting every December considers the company’s
budget for the coming year. During 2014, the Board particularly a
ddressed the acquisition of Saab Kockums and the company’s naval
operations. Furthermore, the Board set aside time for the contract
with Brazil on Gripen NG and issues related to Gripen E to Sweden.
During the year, the Board also worked with other key export and
marketing strategies as well as the company’s ethical standards.
Committee work represents an important part of the Board’s
work. Aer each meeting of the Audit and Remuneration Commit-
tees, the respective Chairman submits a report to the Board on the
issues that were dealt with at the meeting. e Board then resolves
on issues where the committees have prepared matters for resolution
by the Board.
BOARD OF DIRECTORS’ COMMITTEE WORK
Audit Committee
In accordance with the principles set out in the Swedish Companies
Act and the Code, the Board of Directors has appointed an Audit
Committee consisting of three members. e work of the Audit
Committee is mainly of a preparatory nature, i.e., preparing matters
Saab’s Board of Directors visited Saab Kockums in Karlskrona in 2014.
56 – SAAB ANNUAL REPORT 2014