Elekta’s Board of Directors and Chairman are elected by the AGM. The Board of Directors approves Elekta’s strategy and goals, evaluates the day-to-day operations and monitors the Company’s development and financial position. The 2011 AGM appointed the persons presented below as
Board members until the 2012 AGM. In addition to these persons Vera Kallmeyer was appointed Board member. Vera Kallmeyer passed away during the autumn 2011. Seven of the eight Board members are independent of the Company and its senior management, as well as of major shareholders in the Company, according to the Code. For information regarding meeting attendance and fees, se table below. Information regarding provisions of the articles of association for appointment and dismissal of Board members and provisions stipulated in the articles of association regarding changes to the articles of association is presented on page 77 in the 2011/12 annual report. During the 2011/12 fiscal year, the Board held ten meetings at which minutes were recorded.
As part of its work, the Board regularly visits Elekta’s larger units around the world. During the year, the Board traveled to Beijing, China, for a meeting concerning emerging markets, where the Board held meetings with external experts and advisors, as well as to Veenendaal, the Netherlands, for a meeting at Nucletron’s headquarters. Other meetings were held at the head office in Stockholm, all with Elekta’s General Counsel acting as secretary. Representatives from the Executive Committee and other managerial representatives regularly participated in Board meetings to report on issues relating to their respective areas during the year.
Rules of procedures for the board
• Hold at least seven ordinary meetings.
• Resolve on finance and currency policies.
• Approve budgets and similar long-term plans, including investment budgets.
• Consider matters regarding investments and similar measures in amounts over SEK 5 M if such matters are beyond the scope of approved investment budgets.
• Decide on acquisitions of real estate, shares or the acquisition of operations in another company.
• Decide on the establishment and capitalization of subsidiaries.
• Resolve on the terms of employment for the CEO.
• Resolve on the annual accounts and interim reports.
At the ordinary Board meetings, the following items should also be considered:
• Report on the Group’s operations including financial management.
• Report on extraordinary measures or events.
• Development of major projects in progress and forecast business events.
• Report on existing or potential legal disputes.
Members of the board elected by the 2012 Annual General Meeting
* Reflects own and related natural or legal holdings in the company according to the insider register held by the Swedish Financial Supervisory Authority per December 17, 2012.
|SEK 000s||Name||Independent 1)||Regular Remuneration||Remuneration Compensation Committee||Remuneration Audit Committee||Attendance|
|Birgitta Stymne Göransson||yes||330||—||70||10/10|
1) Independent in relation to Company and management as well as to major shareholders.
2) No remuneration is paid to members of the Board who are employed by the Company.