Corporate Governance

Board of Directors

After the general meeting, the board of directors is the highest decision-making body of Ascelia. According to the Swedish Companies Act, the board of directors is responsible for the organization and management of Ascelia’s affairs, which means that the board of directors is responsible for, among other things, establishing targets and strategies, securing procedures and systems for monitoring of set targets, continuously assessing Ascelia’s financial position and evaluating the operational management. Furthermore, the board of directors is responsible for ensuring that proper information is given to Ascelia’s shareholders, that Ascelia complies with laws and regulations and that Ascelia develops and implements internal policies and ethical guidelines. Moreover, the board of directors is responsible for ensuring that annual reports and interim reports are prepared in a timely matter. The board of directors also appoints Ascelia’s CEO.

The members of the board of directors are elected annually at the annual general meeting for the period until the end of the next annual general meeting. According to Ascelia’s articles of association, the board of directors shall consist of no less than three and no more than eight board members without any deputy board members. Currently, the board of directors consists of six ordinary board members elected by the general meeting, who are presented in the section Board of directors, senior executives and auditors.

According to the Code, the chairman of the board of directors is to be elected by the general meeting. The role of the chairman is to lead the board of directors’ work and to ensure that the work is carried out efficiently, and that the board of directors fulfils its obligations.

The board of directors adheres to written rules of procedure which are revised annually and adopted at the constituent board meeting. The rules of procedure regulate, among other things, the practice of the board of directors, tasks, decision-making within Ascelia, the board of directors’ meeting agenda, the chairman’s duties and allocation of responsibilities between the board of directors and the CEO. Instruction for financial reporting and instructions for the CEO are also adopted in connection with the constituent board meeting. The board of directors’ work is also carried out based on an annual briefing plan which fulfils the board of directors’ need for information. The chairman and the CEO maintain, alongside the board meetings, an ongoing dialogue on the management of Ascelia.

The board of directors meets according to a pre-determined annual schedule and in addition to the constituent board meeting, at least six ordinary board meetings shall be held between each annual general meeting. In addition to these meetings, extra meetings can be arranged for processing matters which cannot be referred to any of the ordinary meetings.