Electrolux 2014 Annual Report Download - page 141

Board of
Directors
The Board of Directors
The Board of Directors has the overall
responsibility for Electrolux organiza-
tion and administration.
Composition of the Board
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
Ronnie Leten and the Deputy Chairman is Torben Ballegaard
Sørensen.
All members of the Board, except for the President, are
non-executive members. Four of the nine Board members are
not Swedish citizens.
For additional information regarding the Board of Directors, see pages –. The infor-
mation is updated regularly at the Group’s website; www.electrolux.group.com.
Independence
The Board is considered to be in compliance with relevant
requirements for independence. The assessment of each
Board member’s independence is presented in the table on
pages –.
All Directors have been considered independent, except
for Petra Hedengran, Keith McLoughlin and Ronnie Leten.
Petra Hedengran has been considered independent in rela-
tion to the company and the administration of the company,
but not in relation to major shareholders of Electrolux. Keith
McLoughlin has been considered to be independent in rela-
tion to major shareholders of Electrolux, but not, in his capac-
ity as President and CEO, in relation to the company and
the administration of the company. Ronnie Leten has been
considered to be independent in relation to major sharehold-
ers of Electrolux, but not in relation to the company and the
management of the company since he is President and CEO
of Atlas Copco AB and one member of the Electrolux Group
Management is a board member of Atlas Copco AB. 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 oper-
ations 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 web-
site; www.electroluxgroup.com/corporate-governance.
Working procedures and Board meetings
The Board determines its working procedures each year and
reviews these procedures as required. The working proce-
dures describe the Chairman’s specific role and tasks, as well
as the responsibilities 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
instructions 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 autho-
rized 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. Decisions at this meeting include the election of
Deputy Chairman and authorization to sign on behalf of the
company. The Board normally holds seven 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 
During the year, the Board held  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 –.
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 usually last for half a day or one entire
day in order to allow time for presentations and discussions.
Cecilia Vieweg, Electrolux General Counsel, serves as secre-
tary at the Board meetings.
The Board deals with and decides on group-related issues
such as:
• Main goals.
• Strategic orientation.
• Essential issues related to financing, investments, acquisitions and
divestments.
• Follow-up and control of operations, communication and organiza-
tion, 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 –
(applicable as from the respective AGM)
SEK   
Chairman of the Board ,, ,, ,,
Deputy Chairman of the Board , , ,
Board member , , ,
Chairman of the Audit Committee , , ,
Member of the Audit Committee , , ,
Chairman of the Remuneration
Committee , , ,
Member of the Remuneration
Committee , , ,
ELECTROLUX – ANNUAL REPORT 2014