The Board’s responsibilities
The overall task of the Board of Directors is to manage the Company’s affairs on behalf of the shareholders in the best possible manner. The Board of Directors shall regularly assess the Group’s financial position and evaluate the operational management. The Board of Directors decides, among other things, on questions concerning the Group’s strategic focus and organization, and decides on important capital expenditures (exceeding SEK 50 million) and undertakings.
Each year, the Board shall prepare proposals for guidelines regarding determination of salary and other compensation for the President and other members of the Company’s management, to be decided upon at the Annual General Meeting.
The Board's rules of procedure
Each year, the Board adopts rules of procedure including instructions to the President which, among other things, govern the allocation of work between the Board and the President.
The rules of procedure also regulate the manner in which Board work is allocated among the directors, the frequency of Board meetings and the allocation of work among Board committees. The rules of procedure state that there shall be a compensation committee and an audit committee. Prior to each Board meeting, the directors receive a written agenda and full documentation to serve as a basis for decisions. At each Board meeting, a review is conducted regarding the current state of the business, the Group’s results and financial position, and prospects for the remainder of the year. Other issues addressed include competition and the market situation.
Chairman of the Board
The Chairman of the Board of Directors presides over the Board’s work, represents the Company on ownership issues and is responsible for the evaluation of the work of the Board. In addition, the Chairman is responsible for regular contacts with the President and for ensuring that the Board of Directors performs its duties.
Composition of the Board
According to the by-laws, the Board shall consist of no fewer than five and no more than ten directors elected by the General Meeting. The Board is quorate when more than half of the directors elected by the General Meeting are present. Taking into consideration the Company’s operations, phase of development and circumstances in general, the Board must have an appropriate composition which is characterized by diversity and breadth as regards the expertise, experience and background of its members. New directors undergo an introduction course to rapidly acquire the knowledge which is expected in order to best promote the interests of the Company and its shareholders.
The Board’s work in 2010
In 2010, eight meetings were held at which minutes were taken and the Board was at all times quorate. SSAB’s General Counsel, who is not a director, served as secretary to the Board.
During the year, SSAB’s Board continued its work of endeavoring to counteract the negative effects on the Company’s operations and financial position resulting from the financial crisis and attendant recession in 2009 and the first part of 2010. The Board focused in particular on various measures by the Company to strengthen profitability in the business through scrupulous cost control and increased sales volumes, including pricing which has had to compensate for steep increases in the prices of the Company’s most important raw materials, iron ore and coal. A great deal of effort has also been devoted to ensuring a sound cash flow despite the inventory build-up which occurred as a consequence of increased sales volumes compared with 2009. The Board has also attached importance to monitoring and securing the intended effects of the major organizational change which took place at the beginning of the year, with the aim of clarifying and enhancing the Company’s total offering to its customers. The Company’s overall strategy was also discussed in depth at a special board meeting held in September.