Pursuant to the Articles of Association, Hoist Finance’s Board shall be comprised of at least three and no more than nine members. Members of the Board are appointed by the AGM for a one-year term. The 2019 AGM resolved to re-elect Ingrid Bonde, Cecilia Duan Wennborg, Malin Eriksson, Liselotte Hjorth, Marcial Portela and Joakim Rubin as members of the Board of Directors, and to elect Robert Kraal and Lars Wollung as new member of the Board of Directors until the end of next AGM. Ingrid Bonde was re-elected as Chairman of the Board of Directors.
The members of the Board of Directors are all regarded as independent in relation to the company, executive management and major shareholders.
Work of the Board of Directors
The primary task of the Board is to serve the interests of the shareholders and the company. The Board is responsible for the company’s organisation and the management of the company’s affairs, and for ensuring that the Group is suitably structured to enable the company to optimally exercise its ownership responsibilities with respect to Group subsidiaries. The Board is responsible for ensuring that the company complies with applicable laws and regulations, the Articles of Association and the Swedish Corporate Governance Code. The Board is obliged to regularly assess the company and Group’s financial situation and ensure that the company’s organisation is structured to enable satisfactory monitoring of its accounting, management of assets, and general financial situation. The Board adopts financial targets for the company, decides on the company’s strategy and business plans and ensures good internal control and risk management. The Board’s duties and working methods are regulated by the Companies Act, the Articles of Association and the Swedish Corporate Governance Code. The Banking and Financing Business Act also regulates the duties and work of the Board.
The Board has adopted written rules of procedure and instructions on internal reporting for the Board that deal with:
- The Board’s duties and responsibilities
- Members of the Board
- Chairman of the Board
- Board meetings
- Board Committees
Board meetings in 2018
A total of 15 minuted Board meetings were held in 2018: seven ordinary meetings, one statutory meeting and seven extraordinary meetings. The CFO and the Board’s secretary participated in Board meetings. Company employees also participated in Board meetings to report on specific issues. The Board’s work follows an annual plan. This may be adjusted, however, depending on the year’s events and projects. The majority of ordinary Board meetings are held in conjunction with the company’s reporting: the annual accounts and proposed divided were addressed in February; the Annual Report and issues related to the AGM in March; the interim accounts in May, July and October; strategy in June; and the budget and business plan for the coming year in December. As a rule, governance documentation and instructions are adopted at the statutory Board meeting. At ordinary meetings the Board receives regular reports from its Committees and control functions. The matters addressed by the Board in 2018 included digitalisation, security and remuneration matters, and the issue of shares and debt instruments. The Board also held a meeting with the external auditors without the Executive Management Team in attendance.