Electrolux 2011 Annual Report Download - page 169

All Board meetings during the year followed an agenda, which,
together with the documentation for each item on the agenda, was
sent to Board members in advance of the meetings. Meetings usu-
ally last for half a day or one entire day in order to allow time for
presentations and discussions. Cecilia Vieweg, Electrolux General
Counsel, served as secretary at all of the Board meetings.
Each scheduled Board meeting includes a review of the Group’s
results and financial position, as well as the outlook for the forth-
coming quarters, as presented by the President. The meetings
also deal with investments and the establishment of new opera-
tions, as well as acquisitions and divestments. The Board decides
on all investments exceeding SEK 100m and receives reports on
all investments exceeding SEK 25m. Normally, the head of a sec-
tor also reviews a current strategic issue at the meeting. For an
overview of how the Board’s work is spread over the year, see the
table below.
Major issues addressed by the Board during 2011
• Acquisition of Olympic Group in Egypt and CTI in Chile.
• Actions to improve operational excellence by adapting manufac-
turing capacity, taking out overhead costs and accelerating
efforts to capitalize on the Group’s global strength and scope.
• New appointments in Group Management.
• Capitalization of the Group.
• Dividend payment for the fiscal year 2010.
Ensuring quality in financial reporting
The working procedures determined annually by the Board include
detailed instructions on the type of financial reports and similar
information which are to be submitted to the Board. In addition to
the full-year report, interim reports and the annual report, the Board
reviews and evaluates comprehensive financial information regard-
ing the Group as a whole and the entities within the Group.
The Board also reviews, primarily through the Group’s Audit
Committee, the most important accounting principles applied by
the Group in financial reporting, as well as major changes in these
principles. The tasks of the Audit Committee also include reviewing
reports regarding internal control and financial reporting processes,
as well as internal audit reports submitted by the Group’s internal
audit function, Management Assurance & Special Assignments.
The Group’s external auditors report to the Board as neces-
sary, but at least once a year. A minimum of one such meeting is
held without the presence of the President or any other member
of Group Management. The external auditors also attend the
meetings of the Audit Committee.
The Audit Committee reports to the Board after each of its
meetings. Minutes are taken at all meetings and are made avail-
able to all Board members and to the auditors.
Evaluation of the Board’s activities
The Board evaluates its activities annually with regard to working
procedures and the working climate, as well as regards the focus
of the Board’s work. This evaluation also focuses on access to
and requirements of special competence in the Board. The evalu-
ation is a tool for the development of the Board’s work and also
serves as input for the Nomination Committee’s work.
A separate annual evaluation of the Chairman’s work is per-
formed under the leadership of the Deputy Chairman of the
Board.
Remuneration to Board members
Remuneration to Board members is determined by the AGM and
distributed to the Board members who are not employed by
Electrolux. Remuneration to each Board member, in accordance
with a resolution made at the AGM 2011, remained unchanged,
see page 85.
The Nomination Committee has recommended that Board
members appointed by the AGM acquire Electrolux shares and
that these are maintained as long as they are part of the Board. A
shareholding of a Board member should after five years corre-
spond to the value of one gross annual fee.
Board members who are not employed by Electrolux are not
invited to participate in the Group’s long-term incentive programs
for senior managers and key employees. Remuneration to the
President is proposed by the Remuneration Committee and
determined by the Board.
For additional information on remuneration to Board members, see Note 27.
annual report 2011 corporate governance report
Overview of various items on the Board’s agenda and
committee meetings 2011
• Q4 Consolidated
results
• Report by external
auditors.
• Dividend.
• Approval of the
Annual Report.
• Proposals for the
AGM.
• Assessment of the
President.
• Q1 Quarterly
financial state-
ments.
• Strategy.
• Visit to one of
the Group’s
operations.
• Rules of
procedure of
the Board.
• Q2 Quarterly
financial state-
ments.
• Q3 Quarterly
financial state-
ments.
• Evaluation of the
Board and Chairman’s
work.
• Finance Policy
update.
Audit Committee
Remuneration
Committee
Ordinary Board meetings
2011
Jan Feb March Apr May June July Aug Sep Oct Nov Dec
Each scheduled Board meeting included a review of the Group’s results and financial position, as well as the outlook for the forthcoming quarters.
Statutory Board
meeting:
• Appointment of
Deputy Chairman.
• Appointment of
committee members.
• Signatory powers.
• Board meeting.
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