Appointment of the Board
For companies that are wholly owned by the Swedish state, uniform and joint principles for a structured nomination process apply. These principles are set forth in the Swedish state's owner policy and supersede the Code's rules on drafting work for decisions on the nomination of board members and auditors.
The board nomination process in the Swedish Government Offices is coordinated by the Ministry of Enterprise and Innovation. The stipulations on the nomination of board members are set forth in the Swedish state's ownership policy.
The Swedish state's ownership policy
The Board's duties
The Board's fundamental duties are laid out in the Swedish Companies Act and the Swedish Corporate Governance Code.
The Board shall set the overarching targets for Vattenfall's operations, decide on Vattenfall's strategy for achieving those targets, and ensure that suitable systems are in place for monitoring and controlling Vattenfall's operations, risks and financial position towards the set targets. The Board is responsible for approving major investments, acquisitions and divestments, and for adopting central policies and instructions. The Board shall also approve certain important contracts.
The Board's duties pertain to Vattenfall AB as well as the Vattenfall Group. Vattenfall's General Counsel serves as secretary to the Board of Directors.
The Chairman leads the work of the Board in accordance with the Swedish Companies Act and the Code, and is responsible for – among other things – ensuring that the board members receive relevant information, contacts with the owner on ownership matters, and serving as a liaison between the owner and the Board. According to the Rules of Procedure, the Board – through the Chairman – shall coordinate its views with representatives of the owner when the company is facing particularly important decisions.
According to the Board's Rules of Procedure, the Board shall hold eight to twelve regular board meetings every year. In addition to the regular meetings, the Board is convened when necessary. The agenda of every regular meeting shall include the following items of business:
- The Group's business situation
- Financial report for the Group
- Reports from board committees
- Matters that are not handled by the President in the day-to-day administration
- Other matters of material importance for the Group
In addition, the following items of business are included on the agenda every year:
- April: First quarter interim report, strategic personnel issues, diversity and equal opportunity plan, risk mandate and risk policy, and the statutory board meeting after the AGM
- June: Brand strategy
- July: Half-year interim report, reporting on major disputes
- September: Strategic plan, strategic targets including sustainability targets and strategy, customer satisfaction, R&D strategy, nuclear power and dam safety
- October: Nine-month interim report, report on security and threat landscape
- December: Business, investment and financing plans, auditors' interim review, guidelines for remuneration of senior executives, overall remuneration principles within Vattenfall, Internal Audit's budget and plan, issues regarding human rights and UK Modern Slavery Act, evaluation of the Board and the President
- February: Report from the auditors, nomination of auditor, annual accounts, dividend, reporting of major disputes and integrity reports
- March: Annual and Sustainability Report, AGM notice
The Board holds at least one board seminar every year. Investments resolved by the Board are followed up one year after commercial operating date.
Other items on the Board agenda during 2017 are presented in the Corporate Governance Report. The Report also includes information on the Board's work with sustainability issues.