Report on the work of the Board of Directors

The overall task of the Board of Directors is to manage the company’s affairs in the best interests of both the company and its shareholders. The Board must regularly assess the group’s financial position and evaluate the operative management. The Board decides, among other things, on matters concerning the group’s strategic focus and organization, and decides on important capital expenditure (exceeding SEK 100 million).

When applicable, the Board prepares proposals for guidelines regarding the determination of salary and other remuneration to the CEO and other members of the company’s senior management for decision at the Annual General Meeting.

Each year, the Board adopts the rules of procedure, including instructions to the CEO, which, among other things, govern the allocation of work between the Board and the CEO.

The rules of procedure further regulate the frequency of Board meetings and the allocation of work among the Board’s committees. The rules of procedure state that there must be a Remuneration Committee and an Audit Committee. Ahead of each Board meeting, the directors receive a written agenda and full documentation to serve as the basis for decisions. Each Board meeting conducts a review of the group’s accident statistics, the current state of the business, the group’s results, financial position and prospects. Other issues addressed include competition and the market situation. The Board also regularly monitors health and safety work.

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 of the Board of Directors is responsible for regular contact with the CEO and for ensuring that the Board of Directors performs its duties.

Under the Articles of Association, the Board of Directors consists of a minimum of five and a maximum of ten members elected by the general meeting. The Board is quorate when more than half of the total number of directors is 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 competence, experience and background of its members. New directors undergo an introduction course to rapidly acquire the knowledge expected in order to best promote the interests of the company and its shareholders.

SSAB’s General Counsel, who is not a director, serve as secretary to the Board.

The Board has two preparatory committees: the Remuneration Committee and Audit Committee