Work of the Board of Directors
The Board is regulated by the Swedish Companies Act, the company’s Articles of Association and after the listing on Nasdaq Stockholm also the Swedish Code of Corporate Governance
Role of the Board
The Board of Directors is the Company’s second-highest decision making body after the Annual General Meeting, AGM. The duties of the Board of Directors are primarily set forth in the Swedish Companies Act, the Company’s articles of association and the Code. In addition, the work of the Board of Directors is guided by the instructions from the general meeting as well as the rules of procedure of the board of directors. The rules of procedure of the Board of Directors govern the division of work within the Board of Directors. The board adopts instructions for the committees of the board of directors, an instruction for the CEO, including an instruction for the financial reporting to the board.
Responsibilities of the board
The board of directors is responsible for the organisation and the management of the Company’s matters, which, among other things, entails a responsibility for outlining overall, long-term strategies and objectives, budgets and business plans, establishing guidelines to ensure that the operations create value in the long term, reviewing and establishing the accounts, making decisions on issues regarding investments and sales, capital structure and distribution policy, developing and adopting material policies, ensuring that control systems exist for monitoring that policies and guidelines are followed, ensuring that there are systems for monitoring and controlling the operations and risks, significant changes in the organisation and operations, appointing the CEO and, in accordance with the guidelines adopted by the general meeting, setting remuneration and other terms of employment benefits for the CEO and other senior executives. The chair of the board of directors is responsible for ensuring that the board of directors’ work is carried out efficiently and that the board of directors fulfils its obligations
Work of the Board in 2023
The work of the Board is conducted primarily at formal Board meetings. A number of focus topics are identified when the Board’s annual calendar is established or on an ongoing basis if necessary, and each is discussed at a Board meeting during the year.
In 2023, the Board dealt with the following main issues:
- Decision to adopt interim reports
- Decision to adopt the annual report
- Decision to acquire the Australian company ESCO Pacific Holdings Pty Ltd
- Decision to acquire wind power project in Italy
- Decision on updated financial targets
- In-depth study of the company’s development work in operational efficiency
- In-depth study of the Sweden business area
- In-depth study of business development
- Decision to sell wind power project in Poland
- Decision on motions to the OX2 2023 Annual General Meeting
- Decision to adopt instructions for the CEO, CFO and the Board’s committees and authorization instructions at the inaugural Board meeting
- Decision to acquire wind power project portfolio in Finland
- Decision to sell wind power project in Italy
- Decision to adopt a new Risk Policy
- In-depth study of the company's communications and IR work
- In-depth study of the company’s health and safety and sustainability work
- Decision to adopt new sustainability policy
- Decision to adopt new HR and sustainability policies
- Annual risk review
Board meetings
The board of directors meet according to an annual predetermined schedule. In addition to ordinary board meetings, board meetings may be convened where the chair considers it to be necessary or a board member or the CEO so requests.
In 2023, 15 Board meetings were held, including one inaugural Board meeting held immediately after the 2023 Annual General Meeting.
Attendance of each board member:
| Member | Board member of OX2 since | Number of board meetings |
|---|---|---|
| Thomas von Otter | 2005 | 14 |
| Anna-Karin Celsing | 2019 | 14 |
| Niklas Midby | 2019 | 14 |
| Petter Samlin | 2020 | 4 (of 6) |
| Jan Frykhammar | 2020 | 8 (of 8) |
| Malin Persson | 2021 | 15 |
| Ann Grevelius | 2021 | 15 |
Board and CEO evaluation
An evaluation of the work of the Board and CEO took place during the winter 2023/2024 where the members, among other things, were given the opportunity to give their views on working methods, board materials, their own and other members' and the CEO's efforts and the scope of the assignment. The purpose with the evaluation is to, among other things, further develop the Board's and the CEO's effectiveness and working methods. The evaluation also serves as a tool to determine which competence is needed in the Board and to analyze the competence of the current Board. The evaluation thus also serves as a basis for the Nomination Committee's proposal of Board members.