Board of Directors
The Board of Directors of Humana shall consist of three to eight members in accordance with the Articles of Association. The members of the Board shall together possess the skills and experience that are important for the optimal development of Humana.
Board of Directors
The work of the Board
Humana's Board of Directors has overall responsibility for creating a value-creating and sustainable business for shareholders with continuity and a long-term approach. The Board is responsible for the company's overall strategy, ensures a well-founded decision-making process and has a good understanding of how the industry and Humana's operating environment are developing. Another important function of the Board is to ensure that the company has good risk management, control and monitoring of the business.
The duties and responsibilities of the Board are governed by the Swedish Companies Act and Humana's Articles of Association. In addition, the work of the Board is governed by rules of procedure adopted annually by the Board. The rules of procedure describe, among other things, the division of work and responsibilities between the members of the Board, the Chairman of the Board and the CEO. The Board also draws up instructions for its committees. Humana's Board of Directors continuously monitors the strategic direction, the financial development and the company's methods and processes to maintain well-functioning operations. Humana's Board is also responsible for ensuring the quality of financial reporting and internal control and for evaluating operations in accordance with the goals and guidelines established by the Board. The Chairman of the Board and the CEO must monitor the company's development and prepare and chair Board meetings. The Chair of the Board is also responsible for ensuring that the members of the Board evaluate their work on an annual basis and are continuously provided with the information necessary to carry out their work in an efficient and satisfactory manner.
Board work in 2023
Read about the board's work during the most recently reported year in the Corporate Governance Report, which is part of Humana's annual report.
Audit committee
In accordance with the Code and the Swedish Companies Act, Humana's Board has established an Audit Committee. The main task of the Audit Committee 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 operates according to rules of procedure established by the Board. The Committee's duties also include reviewing internal audit procedures and reviewing and monitoring the auditor's impartiality and independence. The Audit Committee meets regularly with the auditors to be informed of the focus, scope and findings of the audit.
Members of the Audit Committee:
- Fredrik Strömholm, Chair
- Anders Nyberg
- Leena Munter
- Ralph Riber
The Chairman of the Committee, Fredrik Strömholm, has the accounting expertise required by the Swedish Companies Act. All members of the Audit Committee are independent of the company. Anders Nyberg and Lena Munter and Ralph Riber, but not Fredrik Strömholm, are independent in relation to the company's largest shareholders.
Remuneration Committee
In accordance with the Code and the Swedish Companies Act, the Board of Humana has established a Remuneration Committee. The Remuneration Committee works according to rules of procedure adopted by the Board. The main task of the Remuneration Committee is to submit proposals to the Board on remuneration and terms for the President and CEO, remuneration principles for Group management and to monitor and evaluate ongoing and completed incentive programs. In addition, the Committee decides on the remuneration and conditions for other members of the Executive Committee. The members of the Remuneration Committee are also responsible for monitoring and evaluating the application of the guidelines for remuneration to senior executives adopted by the AGM. The Remuneration Committee also has a responsibility for succession planning and talent management.
Members of the Remuneration Committee:
- Anders Nyberg, Chair
- Monica Lingegård
- Grethe Aasved
- Carolina Oscarius Dahl
All members are independent in relation to the company and its management.
Remuneration
Read about Remuneration to senior executives here
Diversity policy
As a group, the members of Humana's Board of Directors should have appropriate skills, experience and background that contribute to the development of the company.
The aim is for the Board to be made up of members of varying ages, represented by both men and women, with varied geographical and ethnic backgrounds, and complement each other in terms of educational and professional background. The aim is for the Board to contribute to independent and critical questioning.
Humana's Board has adopted a diversity policy that the Nomination Committee takes into account when preparing its proposal to the AGM. The Nomination Committee also takes into account section 4.1 of the Swedish Corporate Governance Code.