Directors of the Board
Chairman of the Board
The Chairman of the Board is responsible for the Board fulfilling its role in an effective and organised manner.
- The procedural rules of the Board shall contain provisions describing the duties and responsibilities of the Chairman of the Board. This job description should contain provisions stipulating that the Chairman of the Board should:
- help ensure that the procedures of the Board are in conformity with legislation, regulations and good corporate governance and that the Board is provided with the best possible working conditions;
- keep all Directors informed of issues concerning the Company and encourage the activity of the Board in all decision-making;
- ensure that new Directors receive necessary information and guidance in the procedures of the Board and the Company’s affairs, including the Company’s policies, its objectives, risk parameters and operations;
- ensure that the Board regularly updates its knowledge of the Company and its operations, in addition to ensuring that the Board generally receives, in the course of its work, detailed and explicit information and data in order to be able to perform its work;
- ensure that Directors gets proper guidance regarding the main issues involving corporate governance, e.g. regarding their statutory duties and responsibilities, or ensure that Directors attend courses of that type;
- take responsibility for relations between the Board and shareholders;
- take the initiative in the preparation and revision of the Board’s rules of procedure;
- organise the agenda for the meetings of the Board, together with the Company’s CEO, and supervise their convening and chairing. The Chairman of the Board shall ensure that Board meetings allow ample time for discussions and decision-making, in particular for larger and more complicated issues;
- follow progress in the execution of Board decisions within the Company and confirm their implementation to the Board;
- ensure that the Board makes an annual assessment of their work and that of the sub-committees.
Irrespective of these main responsibilities, it should be borne in mind that the position of Chairman of the Board does not, by law, come with any special rights or decision-making or implementation powers other than those of the Board as a whole. The Board may, however, mandate the Chairman to work on specific projects.
- The Chairman of the Board shall not take on any work or projects for the Company other than those considered a natural part of his/her duties as Chairman of the Board, with the exception of specific projects that the Board has entrusted to them.
Anybody elected as Director shall perform his/her duties with integrity and be able to devote the time required by such duties.
- Directors shall:
- make independent decisions in each individual instance and not favour the interests of specific shareholders who appointed them to the Board;
- understand the role of the Board, their own role and responsibilities, as well as have knowledge of the laws and regulations that apply to the running of a business and the activities of the Company;
- understand the objectives and projects of the Company and have an understanding of how they should organise their Board-membership responsibilities in order to contribute to the achievement of these objectives;
- call for and study all documents and data that they deem necessary in order to have a full understanding of the operations of the Company and to be able to make informed decisions;
- ensure that internal controls are in place and that the decisions of the Board are complied with;
- verify that laws, rules and regulations are adhered to at all times in the Company’s operations;
- foster a good atmosphere within the Board;
- prevent their affairs, whether personal or business-related, from leading to a direct or indirect conflict of interests between themselves and the Company;
- have sufficient time to execute their duties with integrity.
If a Director serves on multiple boards at the same time, it may be that the individual in question is unable to effectively fulfil his/her duties. The extent of a Director’s duties varies between different boards and therefore it is not considered necessary to limit the number of boards that an individual can serve on. The risk of serving on multiple Boards simultaneously should however be borne in mind, especially as regards the possibility of conflicts of interests between companies. It should also be noted that legislation may provide for a limit to the number of boards an individual can serve on, for example in the case of Board members of regulated entities.Cf. Article 52(4) of the Financial Undertakings Act and Article 54(8) of the Insurance Act.
- Directors shall ensure that their views in connection with individual issues are entered in the minutes if they are not content with the decision-making of the majority of the Board.
- If a dispute causes a Director to resign, the Director in question shall indicate this in a written statement to the Board.
- Board members shall have access to independent expert consultants at the expense of the Company, if they consider it necessary to make independent and informed decisions.
- If the decisions of the Board pertain to the affairs of an individual Director, e.g. negotiations between the Company and the Director in question, such decisions shall be taken by independent Directors of the Company.Cf. Article 72(1) of the PUBLC Act and Article 48 of the PRILC Act. In addition, the Director in question should leave the meeting while the Board addresses such issues. A Director shall disclose issues of this type as soon as they arise, as well as if he/she becomes aware that he/she cannot be considered independent.