The duties of the Board include establishing operational goals and strategies; appointing, evaluating and where necessary dismissing the CEO; approving significant assignments held by the CEO outside the Company; ensuring that systems for monitoring and control of operations are effective; ensuring that there is satisfactory control of compliance with applicable laws and regulations; and ensuring that ethical rules have been established for employee conduct. The Board is also to ensure that the provision of information is correct, relevant, reliable and transparent.

The Board of Directors of ICA Gruppen has adopted rules of procedure with instructions relating to the division of work between the Board of Directors and the CEO, as well as the internal division of work within the Board via established working committees; the Audit Committee, the Remuneration Committee and the Investment Committee.

According to the Articles of Association, ICA Gruppen’s Board shall consist of between five and ten members. Otherwise there are no regulations in the Articles of Association relating to the appointment or dismissal of Board members.

The present Board consists of ten members and Claes-Göran Sylvén is Chairman of the Board. The CEO makes presentations at Board meetings and the General Counsel is the Secretary to the Board.

The work of the Board

The main task of the Board of Directors is to manage the Company’s affairs on behalf of the shareholders such that the shareholders’ interest in a solid, long-term capital return is satisfied in the best possible way. The main issues for the Board to address are strategy work, risk management and value creation.

The Board is guided in its work by the Chairman. Work processes are determined by the rules of procedure established by the Board each year, and by applicable laws and regulations. The Board has also prepared instructions for the CEO and for its working committees, as well as other policy documents that provide guidance for ICA Gruppen’s employees. Each year the Board reviews the rules of procedure and instructions. The rules of procedure and instructions now in place were discussed and formally adopted at the Board meeting on 22 May 2018. In the 2018 financial year the Board of Directors met 10 times.

Read about the work of the Board in 2018 in the Corporate Governance Report 2018 ›

Committees

ICA Gruppen’s Board has four working committees: the Audit Committee, the Remuneration Committee, the Investment Committee and the Sustainability Committee. The work of the committees is reported to the Board on a regular basis. The committees do not assume the responsibility that rests with the Board as a whole.

Five of the Board’s members – Cecilia Daun Wennborg, Lennart Evrell, Andrea Gisle Joosen, Jeanette Jäger and Fredrik Persson, are independent in relation to ICA Gruppen, its management and the principal shareholders.

Fredrik Hägglund and Bo Sandström are independent in relation to ICA Gruppen and its management but not in relation to the principal shareholders since they are employed by ICA-handlarnas Förbund.

Anette Wiotti and Magnus Moberg are ICA retailers and members on the board of the Association of ICA Retailers. They are regarded as independent in relation to ICA Gruppen and the Company’s management, but not in relation to the principal shareholder ICA-handlarnas Förbund.

Claes-Göran Sylvén is a ICA retailer and member of ICA-handlarnas Förbund and is considered to be independent in relation to ICA Gruppen and its management but not in relation to ICA-handlarnas Förbund.

The Chairman of the Board and Board members receive fees determined by a decision at the Annual General Meeting.

The tables below show fees paid to ICA Gruppen’s Board members for the financial years 2018-2012. Remuneration to Board members is reported in thousands of kronor (SEK 000s).

No fees are paid to people in ICA Gruppen who represent the company on the boards of subsidiaries or associates.