Board of Directors work

board of directors work

The board of directors is the company’s second highest decision-making body after the annual general meeting. The board has the overall responsibility for the company’s organization and the administration of Nanologica’s operations, as well as for working for creating long-term value for the shareholders and other stakeholders. Together with the company management, the board is responsible for the overall strategy as well as the company’s financing and financial position and ensures that the company has a proper risk management and internal control.

The board of directors adheres to written rules of procedure that is reviewed annually and is decided at the statutory board meeting each year. The rules of procedure govern, among other things, the practices, and tasks of the board of directors, decision-making within the company, the board of directors’ meeting agenda, the chairman’s duties, and the allocation of responsibilities between the board of directors and the CEO. Instructions for financial reporting and instructions for the CEO are also decided in connection with the statutory board meeting.

The board of directors meet in accordance with a yearly schedule and following an annual cycle determined by the board of directors at the statutory board meeting in conjunction with the annual general meeting. If necessary, extraordinary decisions are made through extra board meetings, such as possible acquisitions or divestments, other investment decisions, financing decisions and decisions on structural or organizational issues.

Board committees

Nanologica has two committees, one audit committee and one remuneration committee. Minutes are taken at all committee meetings and the minutes are reported in connection to board meetings. The major roles and tasks are presented below:

Audit committee
The audit committee is appointed by the board of directors and consists of Lena Torlegård (chairperson), Mattias Bengtsson and Thomas Eldered.

The primary task of the audit committee is to support the board in its work to fulfil its financial reporting responsibilities including accounting, internal control, internal audits, and risk management.

The audit committee also has a regular contact with the company’s auditor and stays informed and active in decisions concerning financial issues, risks, interim and annual reports, and internal control. The audit committee is also responsible for reviewing and evaluating the auditor’s work and shall assist in the preparation of proposals for the annual general meeting’s resolution on the election of auditors. The chairman of the audit committee shall report on what has been discussed during the committee’s meetings at board meetings.

The audit committee was formed in December 2020 and the first meeting was held in January 2021.

Remuneration committee
The remuneration committee is appointed by the board of directors and consists of Gisela Sitbon (chairperson), Tomas Kramar and Anders Rabbe.

The primary task of the remuneration committee is to submit proposals to the board regarding remuneration to the CEO and principles of remunerations and other conditions of employment for the management team, as well as monitoring and evaluating variable remuneration and long-term incentive programs.