The Board of Directors' Work Procedures and Tasks

Board Committees 2011:

Members Remuneration Committee

Monica Caneman (Chairman)
Jan Eriksson

Members Audit Committee

Anders Erlandsson (Chairman)
Gunnar Mattsson

The Board of Directors’ Work Procedures and Tasks

The Board of Directors is responsible for managing the company’s affairs in the interests of the company and all shareholders in accordance with the Swedish Companies Act and the Company’s Articles of Association. The work and responsibility of the Board is governed by a formal procedural plan that is revised every year and adopted at a statutory Board meeting after each Annual General Meeting. In order to establish division of responsibilities between the Board and the CEO and a formal reporting process, the Board of Directors, in addition to the Board’s formal procedural plan, has also compiled instructions for the CEO and instructions regarding financial reporting to the Board. These instructions are revised every year and adopted at the statutory Board meeting after each AGM.

Chairman of the Board

The chairman has a particular responsibility to ensure that the work of the Board is well organized and conducted efficiently. The chairman has particular responsibility to organize and lead the work of the Board, creating the best possible conditions for the Board’s activities. It is the chairman’s responsibility to ensure that new Board members receive the necessary introductory training, as well as any other training that the chair and member agree is appropriate, ensure that the Board regularly updates and develops its knowledge of the company and its operations, ensure that the Board receives sufficient information and documentation to enable it to conduct its work, in consultation with the CEO, draw up proposed agendas for the Board’s meetings, verify that the Board’s decisions are  implemented, and ensure that the work of the Board is evaluated annually. The chairman is responsible for maintaining contact with the shareholders regarding ownership issues and communicating shareholders’ views to the Board.

The Board of Directors’ work procedures and tasks

The Board of Directors is responsible for managing the company’s affairs in the interests of the company and all shareholders in accordance with the Swedish Companies Act and the Company’s Articles of Association. The work and responsibility of the Board is governed by a formal procedural plan that is revised every year and adopted at a the statutory Board meeting after each Annual General Meeting. In order to establish division of responsibilities between the Board and the CEO and a formal reporting process, the Board of Directors, in addition to the Board’s formal procedural plan, has also compiled instructions for the CEO and instructions regarding financial reporting to the Board. These instructions are revised every year and adopted at a the statutory Board meeting after each AGM.

According to the procedural plan, the Board shall ensure that the company’s organization is designed in a way that ensures that the accounts, the management of assets, and the company’s financial condition are satisfactorily controlled. The Board is also responsible for continuously monitoring the Company’s financial position. According to the Swedish Companies Act it is the Board that appoints the CEO and establishes remuneration for the CEO in accordance with the guidelines established by the AGM.

The Board met with the Company’s auditor to go through his audit on one occasion. In accordance with the Code, the Board’s strives to establish the overall operational goals and strategy of the company, continuously evaluating Company management, and ensuring that there is an effective system for follow-up and control of the company’s operations. The Board believes that the Company has a satisfactory process for monitoring and control of the company’s financial position in relation to the Company’s established goals and that this is done in compliance with laws and other regulations relevant to and ensuring that the company’s external communications are characterized by openness, and that they are accurate, reliable and relevant. The Board of Directors evaluates its work annually, using a systematic and structured process, with the aim of developing the Board’s working methods and efficiency. The relevant parts of this evaluation are to be reported to the nomination committee.

All Board members contribute in a constructive manner to strategic discussions such as managing and monitoring the company. Work in the Board’s committees is active and engaged and contributes meritoriously to the Board’s work.

Board Committees

Remuneration committee

From the annual report 2010   

On April 26, 2010, the Board of Directors appointed a remuneration committee. The main task of the remuneration committee is to prepare issues relating to remuneration and other compensation concerning the CEO and other senior executives, as well as to prepare matters related to the Company’s total salary framework.

The remuneration committee meets at least three times a year. The remuneration committee currently consists of Monica Caneman (chairman) and Jan Eriksson, both of whom are independent in relation to the Company and its management, as well as the Company’s principal owners. Members are elected for a period of one year at a time and the next election will take place in conjunction with the 2011 AGM.

The work tasks and decision-making authority that have been delegated to the remuneration committee are detailed in the committee instructions that are established by the Board. These instructions also determine how the remuneration committee shall report to the Board.

The remuneration committee held four meetings in 2010.               

Audit committee

From the annual report 2010   

On April 26, 2010, the Board of Directors appointed an audit committee. The audit committee is responsible for the preparation of the Board’s work to ensure the quality of the company’s financial statements. To do this the audit committee deals with all critical accounting issues and the financial reports published by the Company. Furthermore, the audit committee is to prepare the Board’s work related to risk management and internal control. In this context, the committee is to meet the company’s auditor regularly to remain updated on the aims and scope of the audit, as well as to discuss views on risks faced by the Company.

The audit committee meets at least four times a year in conjunction with the compilation of interim reports and the year-end report.

In accordance with the Code, the audit committee must consist of at least three Board members. The majority of the audit committee members must be independent of the Company and its executive management.

At least one member of the committee is to be independent of the Company’s major shareholders. No Board member who holds a senior executive position is to be a member of the audit committee.

In 2010, Allenex’s audit committee consisted of two members, Anders Erlandsson (Chairman) and Gunnar Mattson, both of whom are independent in relation to the Company and company as well as in relation to the company’s largest shareholders. The work tasks and decision-making authority that have been delegated to the audit committee are detailed in the committee instructions that are established by the Board. These instructions also determine how the audit committee shall report to the Board. The audit committee held four meetings in 2010.

The audit committee met with the Company’s auditor on two occasions. Allenex has deviated from the Code’s provision regarding the number of members in the audit committee in that the audit committee in 2010 had only two members. The Company believes that considering the operations, stage of development and the Company’s other relevant circumstances that an audit committee consisting of two members is sufficient, and that the two appointed members are believed by the Board to be suitable for the task at hand.