Report on the work of the Board of Directors
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 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 various board committees. 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 of 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.
The Board conducts an annual visit to one of the plants within the steel operations.
The Chairman of the Board presides over the Board's work, represents the Company on ownership issues and is responsible for the evaluation of the work of the Board of Directors. In addition, the Chairman of the Board is responsible for regular contacts with the Group Executive Committee and for ensuring that the Board of Directors performs it obligations.
According to the by-laws, the Board of Directors shall consist of not less than five and not 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. Directors must possess broad expertise, be versatile, and possess a suitable background for SSAB's organization, industry and operations. 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 of Directors for 2007 has comprised the following persons:
· Carl Bennet
· Anders G Carlberg
· Olof Faxander (President)
· Sverker Martin-Löf (Chairman)
· Marianne Nivert
· Anders Nyrén
· Matti Sundberg
· Lars Westerberg
In addition to the above directors elected by the general meeting, the Board has three members and three alternate members representing the employees.
The Board’s independence
The Board has been independent of the Company and its major shareholders. For attendance and independence statistics, see
The Board’s attendance and independence.
The Board's work in 2007
During 2007, sixteen meetings were held at which minutes were taken and the Board has at all times been quorate. SSAB's General Counsel, who is not a director, serves as secretary to the Board.
During the year, the Board of SSAB has continued to address the Company's strategy and organization. Among other things, a decision was taken to acquire the American steel company, IPSCO Inc., which since July 2007 constitutes a division within SSAB. In connection with the acquisition of IPSCO Inc., a decision was also taken to carry out a new share issue of approximately SEK 10 billion pursuant to authorization granted at an extra general meeting.
During 2007, the Board also decided to acquire Steinwalls Plåt, which is now a subsidiary of Plannja. In the autumn, the Board has addressed the Company’s financial position following the acquisition of IPSCO, and the Board is now able to note that, in 2007, the Company made repayments on the debt in accordance with the repayment schedule and that rescheduling of the bridge loans taken in connection with the acquisition is now almost complete. Furthermore, during the year the Board has also focused on follow-up of the ongoing major investments for continued expansion within the quenched steels niche, which were decided upon previously.
The Board has two preparatory committees: the compensation committee and the audit committee.