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Work of the Board

The Board of Directors is Transtema’s highest decision-making body after the Annual General Meeting. According to the Swedish Companies Act, the Board is responsible for Transtema’s management and organisation, meaning that the Board is responsible for, among other things, setting goals and strategies, ensuring procedures and systems for evaluating set goals, continuously assessing Transtema’s performance and financial position, and evaluating operational management.

The Board is also responsible for ensuring that the Annual Report and interim reports are prepared in a timely manner. In addition, the Board appoints the CEO of Transtema. The directors are normally elected by the Annual General Meeting for the period until the end of the next AGM. According to Transtema’s Articles of Association, the Board of Directors shall, in so far as it is elected by the General Meeting, consist of at least three directors and at most six directors without deputies. According to the Code, the Chairman of the Board shall be elected by the Annual General Meeting and shall have particular responsibility for directing the Board’s work and ensuring that it is well organised and carried out efficiently. The Board follows written Rules of Procedure which are revised annually and adopted at the inaugural board meeting each year. The Rules of Procedure regulate, among other things, board practices, functions, and the distribution of work between the directors and the CEO. In connection with the inaugural board meeting, the Board also adopts the instructions for the CEO, including financial reporting.

The Board meets according to an annually fixed schedule. In addition to these board meetings, further meetings may be convened to address issues that cannot be referred to a regular board meeting. Moreover, in addition to board meetings, the Chairman of the Board and the CEO have an ongoing dialogue on the management of Transtema. At present, Transtema’s Board consists of five ordinary directors elected by the Annual General Meeting.