THE WORK OF THE BOARD
The Articles of Association of Midsona state that the Board has to consist of not less than three and not more than nine members. There are no rules on the maximum period of membership of the Board. The Board at present comprises six members.
The CEO and CFO attend the meetings of the Board. The CFO is also the secretary of the Board.
The Board has appointed two committees – the Audit Committee and the Remuneration Committee.
The work in 2019 focused largely on the acquisitions of Allimentation Santé, Eisblümerl Naturkost GmbH and Ekko Gourmet AB, structural and growth issues, follow-up on prior years' acquisitions, sustainability strategy and strategic planning.
The Board of Midsona is the highest management body beneath the Annual General Meeting and is responsible for the organisation and management of Midsona's affairs. It shall primarily engage in the more overarching and long-term issues that are of substantial significance for the Group's future focus. The work of the Board follows written rules governing its practices and responsibilities, the division of work betwen the Board and its committees, as well as the role of the Chairman. Also regulated is the framework for the Board meetings, including their convening, agenda and minutes, as well as how the Board is to be supplied with comprehensive information for its work. The Board has also decided on the instruction of general policies for the operations and other central governance documents for the regulation of responsibilities, guidelines, procedures, values and targets.
The work of the Board is normally cyclical in nature. At the beginning of the year, the year-end and annual reports are addressed, as are the mattes to be presented at the Annual General Meeting. Before summer, the Group's long-term strategic plan and focus are addressed. At the end of the year, the budget for the coming year is addressed. Each quarter, financial reporting is reviewed and the interim reports are approved for publication. In connection with the Annual General Meeting, an inaugural Board meeting is held, at which Committee members and signatories are determined, among other things.
Chairman of the Board
The Chairman organises and directs the work of the Board, represents Midsona on ownership issues and is responsible for evaluating the Board's work. The Chairman is also responsible for the on-going dialogue with the CEO regarding operations and for the Board's fulfilment of its duties. The Chairman and the CEO jointly present the agenda for Board meetings.
Board composition complies with the Swedish Code of Corporate Governance with regard to its independence in relation to both the company and its management and major shareholders.
Evaluation of the members of the Board
The Chairman of the Board is responsible for an evaluation according to an established process being made annually of the work of the members of the Board and for the Nominations Committee being informed of the outcome of the evaluation.