
112 | GARO ANNUAL REPORT
CORPORATE GOVERNANCE REPORT
diversity and breadth of qualifications, experience and back-
ground, and the company is to strive for gender balance on the
Board. The 2021 AGM resolved to appoint Board members in
accordance with the Nomination Committee’s proposals, which
resulted in the current Board. The Nomination Committee estab-
lished when it prepared its proposals that the gender balance in
the proposed Board was not satisfactory. However, the Nomina-
tion Committee believed that continuity on the Board was, at the
time, of greater importance.
In accordance with the Code, a majority of the elected Board
members shall be independent in relation to the company and its
management. To determine if a Board member is independent, a
collective assessment shall be made of all circumstances that can
give cause to question the member’s independence in relation to
GARO or company management, such as if the Board member
was recently employed in GARO or a related company. At least
two of the Board members who are independent in relation to
the company and company management shall also be indepen-
dent in relation to the company’s major shareholders. To assess
this independence, the scope of the member’s direct or indirect
relationships to major shareholders shall be taken into account.
In the Code, major shareholders refers to shareholders who
directly or indirectly control 10% or more of the shares or votes
in the company.
The Nomination Committee’s assessment of the Board mem-
bers’ independence in relation to the company, its management
and major shareholders is presented in the section “Board,
Group Management and auditor.” All Board members are
deemed to be independent in relation to the company and its
management. Six of them are also independent in relation to the
company’s major shareholders. GARO thereby meets the Code’s
requirements on independence.
For further information concerning the Board members, refer
to the section concerning the Board of Directors on page 118 of
this Annual Report.
RESPONSIBILITY AND WORK
The work of the Board of Directors is regulated by the Swedish
Companies Act and the Articles of Association. The work of
the Board of Directors is also regulated by the written rules of
procedure that the Board adopts annually. The rules of proce-
dure regulate, among other things, the division of responsibility
between the Board, the Chairman of the Board and the CEO, as
well as the decision procedure in the Board, the Board’s meet-
ing plan and the Board’s work on accounting and audit-related
issues and financial reporting. The Board of Directors has also
established terms of reference for the CEO and adopted other
special policy documents.
The Board of Directors is responsible for the Group’s organi-
zation and management of its affairs, setting the Group’s overall
objectives, development and follow-up of the overall strategies,
decisions on major acquisitions, divestments and investments,
decisions on capital placement and loans in accordance with the
finance policy, continuous follow-up of operations, establishment
of interim and year-end reports and the continuous evaluation
of the CEO and other members of Group Management. The
Board is also responsible for ensuring the quality of the financial
reporting, including systems for monitoring and internal control of
GARO’s financial statements and position. The Board shall also
ensure that GARO’s external information provisioning is marked
by openness and is correct, relevant and clear. At the Board meet-
ings, the following items are recurring on the agenda: business
status, future prospects and economic and financial reporting.
The Chairman of the Board monitors GARO’s operations
through continuous contacts with the CEO. The Chairman orga-
nizes and leads the Board’s work and is thereby responsible
for other Board members receiving satisfactory information and
decision data. The Chairman is also responsible for the Board
continuously updating and deepening its knowledge of GARO
and otherwise receiving the training required for the Board work
to be able to be conducted effectively. It is also the Chairman
who is responsible for ensuring that the Board annually eval-
uates its work. An evaluation of the Board was performed in
2021 and the Chairman reported the results to the Board and
the Nomination Committee.
In 2021, the Board held six ordinary Board meetings and four
Board meetings in addition to the statutory meeting. The Board
meetings have been devoted to financial follow-up of the busi-
ness, strategic issues, budget discussions, investment decisions,
adoption of policies and instructions and external economic
information. Attendance at the Board meetings is presented in
the table above.
The Board meetings are prepared by the CEO and CFO. The
CEO provides the members with written reports and documenta-
tion at least five work days before the respective meeting. Con-
tinuously during the year, the Board members received monthly
reports, which shed light on the Group’s financial and opera-
tional development. These reports were prepared jointly by the
CEO and CFO.
BOARD COMMITTEES
According to the Code and the Swedish Companies Act, the
Board shall establish a remuneration committee and an audit
committee from within its ranks. The CEO participates in the
work incumbent on the Remuneration Committee and Audit
Committee only as the presenter.
The Board of Directors works according to set instructions for
issues that are incumbent on the Audit Committee and Remuner-
ation Committee.
AUDIT COMMITTEE
Three of the seven member of the Board comprise the Audit
Committee, which performs the duties incumbent on the Audit
Committee. The CFO participates in the work incumbent on the
Audit Committee only as the presenter.
The main duties of the Audit Committee are to monitor
GARO’s and the Group’s financial reporting, the effectiveness
of its internal controls, internal audit and risk management, and
keep informed on the audit of the annual report and consoli-
dated financial statements, examine and monitor the auditor’s
impartiality and independence and thereby pay particular atten-
tion to whether or not the auditor provides the company services
other than audit services. The Audit Committee shall also assist
the Nomination Committee with regard to the election of audi-
tors. The Audit Committee is in continuous contact with the com-
pany’s auditor with the aim of creating a continuous exchange
of opinions and information between the company and the audi-
tor in audit matters. During the year, the committee held seven