The board and its work

The board is responsible for administering the company's affairs in the interests of shareholders and the business as a whole. Following a resolution of the 2012 annual general meeting, the board is made up of six members and two employee representatives, as well as one deputy for the employee representatives. Under the articles of association, the board shall have no fewer than three and no more than eight members. The annual general meeting elected the Chairman of the Board. The CFO (also in the capacity of secretary) and CEO attend board meetings. Other senior executives also participate as needed.
According to the Code, the majority of board members are to be independent of the company and its management. At least two members of that majority shall also be independent of the company's large shareholders. The current composition of the board meets those criteria.
The main task of the board is to assume responsibility for organization of the company and administration of its affairs. The activities of the board are governed by the Companies Act, the Code and the formal work plan of PartnerTech. The board follows a fixed agenda designed to satisfy its need for information. The agenda is prepared in accordance with the formal work plan that the board adopts each year at the meeting following its election. The work plan specifies how often the board is to meet, the assignment of duties and responsibilities to board members, its chairman and the CEO, and other procedures.
The board follows the company's performance through its customary duties, monthly reporting and ongoing contact among its members in order to enable preparation of and decisions about long-term overall strategies and objectives, adoption of quarterly and annual accounts, adoption of budgets, major investments and other business matters. The board evaluates its own performance and those of the CEO on an annual basis.
For fiscal year 2012, the board held a total of 13 meetings at which minutes were taken – eleven scheduled and two extraordinary. Two of the 13 meetings were by correspondence and one immediately followed election. The board had a quorum at all meetings.

Attendance at board meetings (not including the one immediately following election)

* Board member until the annual general meeting of April 27, 2012
** Board member as of the the annual general meeting of April 27, 2012
*** Present on day 1 of 2
**** Succeeded Mr Bladh on the audit committee after the April 27, 2012 annual general meeting

Following is a typical Board Meeting Agenda:  

• The meeting is called to order and the agenda is approved
• The secretary and verifiers of the minutes are chosen
• The minutes of the previous meeting are reviewed and approved
• The CEO’s report on the company’s activities and the state of the market is presented
• Investment matters are discussed
• Matters involving exposure to big customers are taken up
• Other questions (acquisitions, incentive programs, legal formalities, etc.) are considered
• The meeting is adjourned