Corporate governance

Board of Directors
 

Board members

Presentation

During the period between the annual general meetings, the board of directors of Axis constitutes the highest decision-making body in the company. The duties of the board are governed in the Swedish Companies Act and in the Articles of Association. The current Articles of Association was adopted at the annual general meeting 2011 and is available in its entirety on www.axis.com (select Investor Relations).

Composition

All nominated board members were present at the annual general meeting on April 14, 2011. The board members Charlotta Falvin, Martin Gren, Olle Isberg, Göran Jansson, Roland Vejdemo and Lars-Erik Nilsson were re-elected. Lars-Erik Nilsson was re-elected as chairman of the board. Martin Gren is employed in the subsidiary Axis Communications AB and is one of the three largest shareholders in the company. Olle Isberg is employed by LMK Industri AB. The other board members Lars-Erik Nilsson, Charlotta Falvin, Göran Jansson and Roland Vejdemo are independent in relation to Axis and the company management according to the Code’s provisions and NASDAQ OMX Nordic’s listing requirements. Information regarding the remuneration to the board members resolved upon by the annual general meeting may be found on page 62 of the Annual Report. Presentation of the current Board of Directors.

The formal work plan of the Board of Directors

Under the Swedish Companies Act, the board is responsible for drawing up and evaluating Axis’ overall, long-term strategies and goals, adopting the budget and taking decisions affecting the operations and major investments in Axis’ organization and operations.

The formal work plan of the board is adopted annually by the board. This formal work plan sets out the division of work and responsibility between the board and the President and CEO. It is incumbent on the President and CEO, in consultation with the chairman of the board, to prepare the decision data, the notification and the agenda for each board meeting. The notification and decision data are to be circulated to the members of the board in good time. The minutes are to be circulated to the members of the board after the meeting, and a copy stored securely by the company.

The role of the chairman of the board of Axis AB, among other things, is to monitor the progress of the business, to organize and lead the work of the board and to be responsible for ensuring that the other directors continually receive the information they require to carry out the work of the board with quality maintained and in accordance with the Swedish Companies Act. In additional to this, the work of the board is regulated by statutory instructions for the President and CEO and instructions on financial reporting.

The work of the Board during 2010

During the year, the board devoted a considerable part of its work to advancement of the focused strategy in the network video area and the impact of financial developments on the company’s operations. The board has closely followed the group’s financial performance during the year through monthly reports and submissions by the group’s CFO at all board meetings, among other ways.

Furthermore, the board has dealt with questions such as;

• the growth strategy for the Video product area,
• development activities, and
• establishment of subsidiaries/sales structure.

The board conducts an annual evaluation of its work through the agency of the chairman. According to the formal work plan of the board at least five ordinary meetings must be held annually in addition to the statutory meeting. In addition to this, the board may convene when circumstances so require. During 2010, the board held nine meetings including the statutory meeting. See table below for meeting attendance.