Electrolux 2011 Annual Report Download - page 168

Board of
Directors
The Board of Directors
The Board of Directors has the overall
responsibility for Electrolux organization
and administration.
Composition of the Board
From the AGM in 2011, the Electrolux Board is comprised of nine
members without deputies, who are elected by the AGM, and
three members with deputies, who are appointed by the Swedish
employee organizations in accordance with Swedish labor law.
The AGM elects the Chairman of the Board. Directly after the
AGM, the Board holds a meeting for formal constitution at which
the Deputy Chairman of the Board is elected, among other things.
The Chairman of the Board of Electrolux is Marcus Wallenberg
and the Deputy Chairman is Peggy Bruzelius.
All members of the Board, except for the President, are non-
executive members. Five of the nine Board members are not
Swedish citizens.
For additional information regarding the Board of Directors, see pages 88–89.
The information is updated regularly at the Group’s website;
www.electrolux.com/board-of-directors.
Independence
The Board is considered to be in compliance with relevant require-
ments for independence. The assessment of each Board mem-
ber’s independence is presented in the table on pages 88–89.
Marcus Wallenberg has been considered independent in relation
to the company and the administration of the company, but not in
relation to major shareholders of Electrolux. Keith McLoughlin has
been deemed to be independent in relation to major shareholders
of Electrolux, but not in his capacity as President and CEO, in rela-
tion to the company and the administration of the company. Keith
McLoughlin has no major shareholdings, nor is he a part-owner in
companies having significant business relations with Electrolux.
Keith McLoughlin is the only member of Group Management with
a seat on the Board.
The Board’s tasks
The main task of the Board is to manage the Group’s operations
in such a manner as to assure the owners that their interests, in
terms of a long-term good return on capital, are being met in the
best possible manner. The Board’s work is governed by rules and
regulations including the Swedish Companies Act, the Articles of
Association, the Code and the working procedures established by
the Board. The Articles of Association of Electrolux are available on
the Group’s website; www.electrolux.com/corporate-governance.
Working procedures and Board meetings
The Board determines its working procedures each year and reviews
these procedures as required. The working procedures describe
the Chairman’s specific role and tasks, as well as the responsi-
bilities delegated to the committees appointed by the Board.
In accordance with the procedures, the Chairman shall:
• Organize and distribute the Board’s work.
• Ensure that the Board discharges its duties.
• Secure the efficient functioning of the Board.
• Ensure that the Board’s decisions are implemented efficiently.
• Ensure that the Board evaluates its work annually.
The working procedures for the Board also include detailed instruc-
tions to the President and other corporate functions regarding
issues requiring the Board’s approval. Among other things, these
instructions specify the maximum amounts that various decision-
making functions within the Group are authorized to approve as
regards credit limits, capital expenditure and other expenditure.
The working procedures stipulate that the meeting for the formal
constitution of the Board shall be held directly after the AGM. Deci-
sions at this meeting include the election of Deputy Chairman and
authorization to sign on behalf of the company. The Board normally
holds six other ordinary meetings during the year. Four of these
meetings are held in conjunction with the publication of the Group’s
full-year report and interim reports. One or two meetings are held in
connection with visits to Group operations. Additional meetings,
including telephone conferences, are held when necessary.
The Board’s work in 2011
During the year, the Board held eight scheduled meetings and
two extraordinary meetings. All meetings except one were held in
Stockholm, Sweden. The attendance of each Board member at
these meetings is shown in the table on pages 88–89.
• Main goals.
• Strategic orientation.
• Essential issues related to financing, investments, acquisitions
and divestments.
• Follow-up and control of operations, communication and organization,
including evaluation of the Group’s operational management.
• Appointment of and, if necessary, dismissal of the President.
• Overall responsibility for establishing an effective system of internal
control and risk management.
• Important policies.
Remuneration to the Board of Directors 2009–2011:
SEK 2009 2010 2011
Chairman of the Board 1,600,000 1,600,000 1,600,000
Deputy Chairman of the Board 550,000 550,000 550,000
Board member 475,000 475,000 475,000
Chairman of the Audit Committee 200,000 200,000 200,000
Member of the Audit Committee 85,000 85,000 85,000
Chairman of the Remuneration
Committee 120,000 120,000 120,000
Member of the Remuneration
Committee 55,000 55,000 55,000
The Board deals with and decides on Group-related
issues such as:
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