Board of DirectorsThe members of the Board of Directors are elected annually by the Annual General Meeting for the period until the end of the next year’s Annual General Meeting. There are no rules regulating how long a member may serve on the Board of Directors. Novestra’s three largest shareholders jointly decide on candidates for nomination in collaboration with the Chairman of the Board. Novestra’s Board consists of five ordinary members and one deputy member. The Chairman is the only Board member who has an operative position in the company. The Managing Director is not a member of the Board. The composition of the Board. During the financial year 2008, the Board convened for five board meetings. Between meetings of the Board, there were continuous contact between the company, its Chairman and other Board members. Board members were also continuously provided with written information of importance with regard to the company. Novestra’s Board formulates a procedural plan for the Board every year. The procedural plan adopted for the Board includes the following: • the Board shall meet at least five times per calendar year; • the members of the Board shall receive documentation regarding matters to be dealt with at board meetings in good time prior to the meeting and be provided with a monthly report of the company’s operations; and • in order to ensure that the Board maintains a dialogue with the auditors, the company’s auditor shall participate in one Board meeting annually and report on her observations from the annual auditing work. The procedural plan also includes a description of matters to be dealt with at each board meeting and the specific resolutions to be passed at the statutory meeting. The procedural plan also gives instructions for the Managing Director. Managing DirectorNovestra’s Managing Director, Johan Heijbel, is responsible for Novestra’s day-to-day operations. The Managing Director’s responsibilities cover ongoing investments and divestments, personnel, finance and accounting issues, regular contacts with the company’s stakeholders (such as public authorities and the financial markets) and ensuring that the Board receives the information it needs to make well-founded decisions. The Managing Director reports to the Board. For further information about Johan Heijbel, please see Management and Employees. |