Last updated: 2016-04-14

Board Work

The Members of the Board are elected annually by the Annual General Meeting for the period until the conclusion of the following Annual General Meeting. There are no rules in place stipulating the maximum period of time a member may serve on the Board. Betsson’s Board is comprised of six members elected by the Annual General Meeting, with no deputies. At the 2016 Annual General Meeting, Kicki Wallje-Lund, Patrick Svensk, Lars Linder-Aronson, Martin Wattin, Jan Nord and Pontus Lindwall were re-elected as members. Pontus Lindwall was re-elected as Chairman. The members of the Board are presented on pages 20–21 of the annual report for 2016.

The Group President and CEO, Ulrik Bengtsson, presents a report at all Board meetings. The Group’s CFO, Fredrik Rüdén, participates both to present reports and to serve as secretary. Other executives in the Group participate from time to time in Board meetings as required, either to present specific issues or to serve as secretary.

The Board’s independence

According to the definition applied by the Stockholm Stock Exchange, the number of Board Members elected at the Annual General Meeting who are independent of the Company is 5 (83 percent) and the number of Board Members elected at the Annual General Meeting who are independent of the Company’s major shareholders is 6 (100 percent). All members meet NASDAQ Stockholm’s requirements concerning professional experience. Pontus Lindwall cannot be considered independent in relation to the Company, given his role as working Chairman of the Board. With this composition, Betsson’s Board fulfils the regulations for listed companies and the regulations of the Swedish Code of Corporate Governance, which require that the majority of elected members are independent of the Company and Company management, and that at least two of these are also independent of the Company’s major shareholders. All Board members and all members of the Group management team have undergone the NASDAQ Stockholm course in Stock Exchange regulations.

Board meetings

In 2016, the Board held 21 (19) recorded meetings, of which one (one) was the statutory meeting and four (one) were per capsulam meetings. The Board had a four (four) percent absence rate during the year’s Board meetings.

The meetings comprise the CEO’s review of developments within the operations, current issues concerning important events, the risk aspects of significant contracts, potential acquisitions and legal trends in the gaming market. The Board has paid particular attention to strategic financial matters and issues concerning acquisitions, internal control and major investments during the year.

The attendance of Board Members at Board meetings is shown below, as a percentage (figures in brackets refer to the previous year).

Pontus Lindwall 100 (100)
Kicki Wallje-Lund 100 (100)
Lars Linder-Aronsson 94 (100)
Patrick Svensk 100 (93)
Martin Wattin 100 (100)
Jan Nord 88 (80)

Average attendance at Board and Committee meetings was 96 (96) percent.

Information provided to the Board of Directors

The work of the Board follows a specific plan in order to ensure that the Board receives all relevant information. The Company’s auditors report their observations based on the audit of the financial statements and their assessment of the Company’s internal procedures and controls to the Board. The Board receives, on a monthly basis, a detailed operational report in which management describes developments.

Internal control and risk management

The Board applies a formal work plan including decision-making rules, as well as instructions for its own work and that of the Remuneration Committee, the Audit Committee and terms of reference to the CEO, with the aim of achieving efficient management of the operational risks; refer to the section on significant risks and factors of uncertainty in the Management Report. The Board updates, as necessary, and adopts, yearly, the formal work plan for the Board, terms of reference to the CEO, decisionmaking rules and authorisation routines.

The Audit Committee

The Audit Committee’s responsibility is to ensure compliance with established principles for financial reporting and internal controls. In accordance with the rules of procedure adopted after the 2016 Annual General Meeting, the Audit Committee continues to comprise three members, none of whom is to be Chair of the Board. The members of the Committee are Lars Linder-Aronson, Kicki Wallje-Lund and Martin Wattin. The Audit Committee is responsible for monitoring and following up the reporting of Corporate Responsibility issues.

The Audit Committee also acts as a finance committee tasked with supporting and monitoring financial operations and evaluating and proposing changes to treasury policy. The results of the Audit Committee’s work in the form of observations, recommendations and proposals for decisions and measures to be taken are addressed by the Board on a continual basis. The Group auditors and Group CFO report to the Audit Committee. There was a 100 percent attendance record at the four Audit Committee meetings.

The Remuneration Committee

New rules of procedure for the Board were adopted at the end of the 2016 Annual General Meeting. It was resolved that the Remuneration Committee should consist of three members, none of whom should be the Chair of the Board. The Committee’s members include Kicki Wallje-Lund, Patrick Svensk and Jan Nord. The Remuneration Committee held three meetings during the year where, among other issues, a proposal on a new incentive programme (options) was addressed.

The main responsibility of the Remuneration Committee is to prepare board decisions with regards to remuneration guidelines etc for the CEO, evaluation of the variable remuneration for senior executives and evaluation of the execution of remuneration guidelines and accruals for key employees as mandated at the AGM. Attendance at the Remuneration Committee´s three meetings during the year was 89 percent.

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Pia Rosin
Vice President of Corporate Communication
+46 736 008 500
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