• Articles of association
• General meeting of shareholders
• Election committee
• Board of Directors
  • Composition and work
• Committees of the board of directors
• Management
• Auditors
• Internal control
• Review by auditors
• Ethical guidelines
• Risk analysis

Composition and work

During the 2009/2010 operating year, B&B TOOLS AB’s Board of Directors consisted of five regular directors elected by the Annual General Meeting, and two employee representatives. A detailed presentation of the Board of Directors, including information on other assignments, is found on page 88 in the Annual Report 2009/2010. Other executives in the Group participate in the meetings of the Board of Directors by making presentations or as corporate secretary.

Duties and work of the Board of Directors

The Board of Directors is ultimately responsible for the Company’s organisation and administration. Based on its analysis of the Company’s operating environment, the Board is also responsible for deciding on strategic matters. In general, the Board of Directors addresses issues of significant importance, such as:

• Adoption of rules of procedure, which includes instructions for the President & CEO. These instructions include the authority to make decisions regarding capital expenditures, corporate acquisitions and sales, as well as financing issues.
• Strategy plan.
• Acquisition and sale of companies or businesses in excess of
established amounts.
• Major capital expenditures.
• Repurchase of own shares.

The work of the Board of Directors follows an annual plan. In addition to the statutory meeting held in conjunction with the Annual General Meeting, the Board of Directors normally convenes on four occasions each year (regular meetings). Extraordinary meetings are convened when necessary. Each meeting follows an agenda, which together with supporting documentation, is distributed to the directors prior to each meeting.

The agenda for the statutory meeting of the Board includes the election of the Vice Chairman, the adoption of the rules of procedure for the Board of Directors, decisions regarding signatory powers and the approval of the minutes. The items addressed at the regular Board meeting in May included the year-end financial statements, the proposed allocation of profit and the financial report. In conjunction with this meeting, the Company’s auditors report to the Audit Committee on their observations and assessments based on the audit performed. Each regular meeting also includes a number of fixed agenda items, including reports on the current financial outcome of the Company’s operations.

In addition to the statutory meeting, the Board of Directors convened on seven occasions during the 2009/2010 operating year, four of which were regular meetings and three extraordinary meetings. The major issues considered by the Board during the year included the planning and monitoring of various economic measures taken within the Group’s operations.

The decisions of the Board, which are based on comprehensive supporting information, are made after discussions led by the Chairman of the Board. The task of the committees appointed by the Board is to draft proposals for decisions by the Board (see also below). Mats Björkman, Executive Vice President of B&B TOOLS AB, serves as the secretary to the Board.

The Board of Directors evaluates its own work and that of the President & CEO on an ongoing basis. A structured evaluation is also performed under the management of the Chairman of the Board in connection with the regular Board meeting in February each year.

Role of the Chairman of the Board

Aside from leading the work of the Board, the Chairman monitors B&B TOOLS’ day-to-day performance through continuous contacts with the President & CEO in strategic issues. The Chairman of the Board represents the Group in ownership-related matters.

Attendance for Board of Directors, Committees and Election Committee

Refer to the table on page 38 in the Annual Report 2009/2010 for information regarding attendance at various Board and committee meetings. Compensation to the Board of Directors and Group management for 2009/2010 and a description of the incentive programmes are found in Note 5 on pages 60-63 in the Annual Report 2009/2010.