The Board's work
The Board is responsible for ensuring that the Company’s organization is suited for its purpose and that operations are conducted in accordance with the Articles of Association, the Companies Act and other applicable laws and regulations.
The Articles of Association prescribe that Axfood's board of directors shall consist of three to ten Annual General Meeting elected ordinary directors with a maximum of two deputies. Each of the directors shall have important competencies and experience for Axfood that amply cover the areas considered to be important for the Company. The Board shall also reflect good breadth from a diversity perspective.
On the Annual General Meeting 2021, seven directors was elected to Axfood's Board, who each have important expertise and experience. Three directors and three deputies are appointed by the employees. Axfood's President and CEO, Klas Balkow and Axfood's CFO, Anders Lexmon are not members of the Board, but participates at Board meetings in a reporting role. Axfood’s General Counsel, Sandra Brånstad, serves as company secretary.
Changes in the board during 2021
The 2021 Annual General Meeting resolved that the number of board members shall be seven, with no deputy directors. Mia Brunell Livfors, Stina Andersson, Fabian Bengtsson, Caroline Berg, Christian Luiga and Christer Åberg were re-elected as directors. Peter Ruzicka was elected as a new director. Mia Brunell Livfors was re-elected as Chairman of the Board.
The Swedish Corporate Governance Code stipulates that the majority of the AGM-elected directors shall be independent in relation to the Company and the Company's management. At least two of these shall also be independent in relation to the Company's major shareholders.
Independence in relation to Axfood and the Executive Committee
Axfood's board has been judged to meet the requirements for directors' independence, as all of the AGM elected directors are independent in relation to the Company and the Executive Committee.
Independence in relation to Axfood's larger shareholders
Four of the directors, Fabian Bengtsson, Christian Luiga, Christer Åberg, and Peter Ruzicka are also considered to have met the requirement for independence in relation to the Company's major shareholders.
Three board members have been judged as non-independent in relation to the Company's major shareholders. Mia Brunell Livfors is President and CEO and Stina Andersson is Chief Operating Officer at Axfood's largest shareholder, Axel Johnson AB. Caroline Berg serve as Chairman on Axel Johnson AB's board.
The board's work
Each year the Board adopts a written work plan that lays out:
- the Board's responsibilities
- regulates the Board's and directors' internal division of duties
- the decision-making process within the Board
- the Board's meeting schedule
- summonses to board meetings
- agendas and minutes of board meetings
- the Board's work with accounting and auditing matters
- how the Board is to receive information and documentation as a basis for its work so as to be able to make well-grounded decisions.
Axfood's board holds a statutory meeting immediately after the Annual General Meeting. Thereafter the Board is to have at least four meetings per calendar year. Each of the regular board meetings follows a set agenda that is stipulated in the Board's work plan and includes such points as:
- CEO's status report
- Financial reports
- Investment matters
- Strategic matters
Prior to the board meetings, the directors received written material covering the items of business to be dealt with at each meeting.
For information about the Boards's work in 2020, see the Corporate Governance Report 2020.