The Board of Directors’ Work
IFS is not formally part of the group of companies included in the initial introduction of the Swedish Code of Corporate Governance. However, its ambition is to fulfill applicable parts of the code and its guidelines. The work of the board of directors is conducted in accordance with the requirements of the Swedish Companies Act, the listing agreement of the Stockholm Stock Exchange, other rules and regulations relevant to the company, and operating procedures adopted by the board. A specific instruction regulates the division of tasks between the board and the president, the forms of financial reporting, and the president’s assignments and right to make decisions. Furthermore, the board establishes a finance policy that regulates risk related to financing, interest, liquidity, credit, and currency. It also determines an information policy that regulates the way in which IFS disseminates information. The operating procedures of the board, related instructions and the information policy are reviewed annually. Other instructions and principles are reviewed as required. In accordance with the current operating procedures, the board shall meet at least six times per year (in addition to the constitutory meeting held after the AGM). Each ordinary meeting treats issues related to business and market development, adherence to the business plan and earnings, cash flow and financing, the current outlook, and acquisitions, divestment and pledged guarantees. One board meeting is dedicated mainly to strategic issues, and one is dedicated to the business plan and budget. Auditors participate in two board meetings per year. Furthermore, the board is regularly informed by the president concerning developments in IFS. In 2007, the board met 10 times (2 of which were by correspondence) in addition to the constitutory meeting after the AGM. The work of the board in 2007 focused on managing IFS’ profitability issues, organizational structure, strategic position, and outlook. During the year, regional managers and other senior executives, according to a rolling schedule, have presented and discussed their areas of responsi¬bility with the board. The work of the board in 2007 was evaluated at a plenary session on the basis of an agenda established in advance. No external evaluation of the board was conducted during the year.
Committee Work
The board has decided not to appoint separate compensation and audit committees. Remuneration of the president is determined by the board as are the principles and earnings targets for variable remuneration of the president and senior executives reporting to the president. Other remuneration of senior executives reporting to the president is determined in consultation with the chairman of the board, and information is subsequently provided to the other members of the board. Audit issues are treated by the entire board. Normally, the board and IFS’ external auditors meet two times a year, in connection with the board meeting in September and at the year-end closing meeting in January. The meeting in September deals with specific items that are to be scrutinized, and the January meeting follows up the completed audit. Förvaltnings AB Wasatornet, the principal owners of IFS, convenes the nominations committee, which, in addition to the chairman of the board, shall consist of a representative of the principal owners, a representative of each of the two largest institutional owners, and a representative of the other stockholders, who is elected from among the founders. Prior to an AGM that shall elect a board member and/or the chairman of the board and/or an auditor and/or resolve pertaining to remuneration of a board member and/or an auditor, the nominations committee shall prepare a resolution for the AGM in respect of such decisions. The nominations committee shall also propose a chairperson for the AGM. In accordance with the present financial policy, IFS shall have a finance committee that ensures compliance with regulations and guidelines for handling financial risks in line with the finance policy adopted by the board. During the year, changes continued to be made and work was carried out to successively implement the finance policy. For this reason, no finance committee was appointed.
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