The duties of the board of directors are conducted in the manner prescribed by the Swedish Companies Act, the Swedish Corporate Governance Code, and those rules and regulations otherwise applicable to the company. The overall duty of the board is to manage the company’s affairs and organisation. The board currently consists of five members. The board operates under adopted rules of procedure that, inter alia, govern the frequency and agenda of board meetings, distribution of material for meetings, and matters to be submitted to the board for information or decision.
The rules of procedure govern the division of duties between the board, the chairman of the board and the CEO, and define the powers of the CEO. The chairman of the board prepares the board meetings together with the CEO. In addition to deciding on the company’s strategy, business plans and financial plans, the board evaluates the company’s operations and performance. The CEO and the company management report on the operations at each regular board meeting, including development, progress and financial reporting.
The board takes decisions in key areas such as significant contracts, budgets, financial policy and major investments. For further information on the current board, please refer to the page entitled “Board of directors” under “About MedCap”.
Rules of procedure and board meetings
At the statutory board meeting following the annual general meeting, the board of MedCap adopts rules of procedure with instructions regarding the procedures between the board and the CEO, as well as instructions for financial reporting. The board holds at least six regular meetings in addition to the statutory meeting. The meetings are coordinated, to the extent possible, with the timings for financial reporting and general meetings. In addition to regular meetings, the board is called to other meetings when the situation requires.
The work of board committees is governed by the rules of procedure adopted by the board for those committees. Board committees deal with matters within their respective areas, and submit reports and recommendations that form the basis of board resolutions. The committees have certain decision-making powers within the framework of board directives.