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The Board's work

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 2022, 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 participate at Board meetings in a reporting role. Axfood’s General Counsel, Sandra Brånstad, serves as company secretary.

Changes in the board during 2022

The 2022 Annual General Meeting resolved that the number of board members shall be seven, with no deputy directors. Mia Brunell Livfors, Fabian Bengtsson, Caroline Berg, Christian Luiga and Christer Åberg were re-elected as directors. Sara Öhrvall was elected as a new director. Mia Brunell Livfors was re-elected as Chairman of the Board. Board member Stina Andersson had declined re-election.

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, Peter Ruzicka, Fabian Bengtsson, Christer Åberg and Christian Luiga, 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 is COO for 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. 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.

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 2021, see the Corporate Governance report in the 2021 Annual and Sustainability report.