Axfood’s Board is composed of seven AGM-elected directors with no deputy directors. In addition, three directors and three deputy directors are appointed by the employees. Each of the directors has important competencies and experience for Axfood that amply cover the areas considered to be important for the Company. Of the AGM-elected directors, three are women. The Board’s members have a breadth and depth of experience in relevant areas.

Axfood’s President and CEO, is not a director, but participates at Board meetings in a reporting role, as do Axfood’s CFO as well as General Counsel, who also serves as secretary to the Board.

Directors' independence

According to the Swedish Corporate Governance Code, a majority of directors elected by a general meeting of shareholders shall be independent in relation to the company and the company’s executive management. At least two of these shall also be independent in relation to the company’s major shareholders.

All of Axfood’s AGM-elected directors have been determined to be independent in relation to the Company and the Executive Committee, and four of the directors; Fabian Bengtsson, Christian Luiga, Peter Ruzicka, and Christer Åberg, have been determined to have met the requirement for independence in relation to the major shareholders for all of 2022. Three directors have been determined as being non-independent in relation to the Company’s major shareholders: Mia Brunell Livfors, who is President and CEO of Axfood’s largest shareholder, Axel Johnson; Caroline Berg, who is Chairman of the Board of Axel Johnson; and Sara Öhrvall, who served as COO of Axel Johnson until August 2022 and subsequently as an adviser to Axel Johnson.

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.

Standing agenda items at regular Board meetings include a status report from the President and CEO, a follow-up of the Company’s earnings performance, the market situation, sustainability issues, and matters concerning investments and establishments. The Remuneration and Audit Committees submit reports from their meetings at the following Board meeting, and interim reports are addressed quarterly.

Prior to the board meetings, the directors received written material covering the items of business to be dealt with at each meeting.

The Board has chosen to appoint a Compensation Committee to deal with compensation matters more in-depth. An Audit Committee has also been established.

For information about the Board's work in 2022, see the Corporate Governance report in the 2022 Annual and Sustainability report.