Working procedures and meetings
The Board has established rules of procedure that are reviewed at least once a year or when necessary. These rules involve allocation of tasks among Board members, including the Chairman. The Chairman shall organize and delegate the Board’s work, ensure effective implementation of the Board’s decisions and annual evaluation of the Board’s work. The rules also identify areas of responsibility for the Board´s committees.
In addition, the rules include detailed instructions to the President and various corporate functions regarding issues that require the Board’s approval, the financial reports and other information that is to be submitted to the Board. Among other things, these instructions specify the maximum amounts various decision-making functions within the Group are authorized to approve regarding credit limits, investments and other expenditures.
The rules stipulate that the constituent meeting of the Board shall be held directly after the AGM. Decisions at this meeting include authorization to sign for the Company, and the Board reviews the Rules of Procedure and related documents. The Board normally convenes on five to six other occasions during the year. Four of these meetings are held in connection with the publication of the Group’s annual and interim reports. One or two meetings are held in connection with visits to subsidiaries and include orientation regarding the Group´s operations. At one of the meetings the Board evaluates the performance of the President and CEO without the presence of any member of Group Management. Additional meetings, including telephone conferences, are held when necessary. Husqvarna’s General Counsel is the secretary of the Board.
Ensuring quality in financial reporting
The rules of procedure include detailed instructions regarding the type of financial and other reports that shall be submitted to the Board. In addition to interim reports and the annual accounts, the Board reviews and evaluates comprehensive financial information.
The Board also reviews, primarily through the Audit Committee, the most important accounting principles applied by the Group in financial reporting, as well as major changes to these principles. The tasks of the Audit Committee also include reviewing reports regarding the Group’s internal control over financial reporting, as well as audit reports submitted by the Internal Audit function.
The Group’s external auditors report to the Board as necessary, but at least once a year. At least one of these meetings is held without the presence of the President and CEO or any other member of Group Management.
Evaluation of the Board’s work
The Board evaluates its activities annually with regard to the rules of procedure, the working climate, the alignment of the Board’s work, and access to and need for special competence. The focus of the evaluation is on Husqvarna-specific items. The evaluation is then followed up by personal feedback meetings with the Chairman. The results of the evaluation are reported to the Nomination Committee and comprise input for the nomination procedure, in which the Nomination Committee evaluates the composition of the Board and the fees to members.
The work of the Board Chairman is also evaluated separately under the management of the Chairman of the Remuneration Committee.