The work of the Board
The Board of Humana has overall responsibility for building a valuecreating and sustainable business for shareholders with continuity and a long-term perspective. The Board is responsible for the Company’s overall strategy, ensuring well-informed decision-making processes and maintaining a clear perception of trends in the sector and Humana’s business environment. Another important function of the Board is to ensure that the company has good risk management, control and business monitoring.
The Board’s duties and responsibilities are regulated by the Swedish Companies Act and Humana’s Articles of Association. The Board’s work is also governed by annually defined rules of procedure, which describe areas such as the division of duties and responsibility between Board members, the Chairman and the CEO. The Board also draws up instructions for the Board’s committees. The Board of
Humana continuously monitors strategic direction, economic development and the Company’s methods and processes in order to maintain well-functioning operations. Humana’s Board is also responsible for ensuring good quality financial reporting and internal control and evaluating the business in relation to the goals and guidelines defined by the Board. The Chairman of the Board and the CEO are responsible for monitoring the Company’s development, and for preparing and leading Board meetings. The Chairman is also responsible for ensuring that Board members conduct an annual evaluation of their work and that they receive the information they need to perform their duties effectively and satisfactorily
The work of the board in 2021
Read about the Board's work during the latest reported year in the Corporate Governance Report, which is part of Humana's Annual Report.
In accordance with the Code and the Companies Act, the Board of Directors of Humana has established from among its members an Audit committee. The Audit Committee’s main task is to support the Board in fulfilling its responsibilities in the areas of financial reporting, accounting, auditing, internal control and risk management. The Audit Committee works according to rules of procedure defined by the Board. The Committee’s duties also include reviewing internal audit procedures, and scrutinising and monitoring the auditor’s impartiality and independence. The Audit Committee has regular meetings with the auditors in order to keep informed about the focus and scope of the audit and observations arising from the audit.
Audit Committee members:
- Fredrik Strömholm, Chair
- Kirsi Komi
- Monica Lingegård
- Sören Mellstig
The Chair of the Committee, Fredrik Strömholm, has the accounting expertise required by the Swedish Companies Act. All members of the Committee are independent of the Company. Kirsi Komi and Monica Lingegård are independent of the Company’s largest owner; Fredrik Strömholm and Sören Mellstig are not.
In accordance with the Code and the Companies Act, the Board of Directors of Humana has established from among its members a Remuneration Committee. The Remuneration Committee works in accordance with rules of procedure adopted by the Board of Directors. The Remuneration Committee’s main tasks are to submit proposals to the Board on remuneration and conditions of employment for the President and CEO, and remuneration policies for Group management, and to monitor and evaluate current and completed incentive programmes. The Committee also makes decisions on remuneration and conditions of employment for other members of Group management. Remuneration Committee members are also responsible for monitoring and evaluating application of the guidelines for remuneration of senior executives adopted by the AGM. The Committee is also responsible for succession planning and talent management.
Remuneration Committee members:
- Sören Mellstig, Chair
- Monica Lingegård
- Fredrik Strömholm
- Anders Nyberg
All members are independent of the Company and its management.
Board diversity policy
As a group, members of Humana’s Board should have the right expertise, experience and background to contribute to the Company’s development. The aim is for the Board to consist of members of varying ages, with both male and female representation, from varied geographical and ethnic backgrounds and complementing each other in terms of educational and professional backgrounds. The objective is for the Board to contribute independent and critical challenges.
The Board has adopted a diversity policy, which the Nomination Committee considers in the preparation of its proposal for the AGM. The Nomination Committee also bases its work on Section 4.1 of the Swedish Corporate Governance Code.
In 2017 and 2018, Humana was awarded the AllBright prize for the Company’s proactive gender equality work. The Company was also nominated for the AllBright prize in 2019 and one of three finalists in 2020.