The Board’s work
The Swedish Companies act and the Corporate Governance Code determine the Board's duties.
Appointment of the Board
For companies that are wholly owned by the Swedish state, uniform and common principles for a structured nomination process apply. These principles are set forth in the Swedish state’s ownership 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 Finance (until 2022 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 Board's duties
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 in respect of the set targets. The Board is responsible for approving major investments, acquisitions and divestments, and for adopting central policies and instructions. Part of this is to define appropriate guidelines to govern the company’s conduct in society, with the aim of ensuring its long-term value creation capability. The Board shall identify how sustainability issues impact the company’s risks and business opportunities. Also, the Board shall 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 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. The Board of Directors, through its Chair, shall coordinate its views with representatives of the owner when the company is facing particularly important decisions.
The Board shall hold eight to twelve regular board meetings every year. The agenda of every regular meeting shall include the following items of business:
- The business situation
- Financial report
- Reports from board committees
- Matters that are not handled by the President in the day-to-day administration
- Other matters of material importance.
Investments approved by the Board are followed up by the Board one year after their commercial operation date. Strategy issues are discussed in depth at an annual board seminar.
Items of business that are included on the agenda every year, as well as other items on the Board agenda during 2022, are presented in the Corporate Governance Report. The Report also includes information on the Board’s work with sustainability issues.
Except for a few matters handled by the Audit Committee, the committees are only drafting bodies and make recommendations to the Board.
The Board’s legal responsibility under company law for the company’s organisation and administration of the company’s affairs is not constrained by the committees’ work.