Work procedures of the Board

According to Probi’s Articles of Association, the Board shall consist of not less than three and not more than seven Board members, with not more than three deputies.

Each year, the Board of Directors prepares a formal work plan regulating the division of the work and responsibilities of the Board, the Chairman of the Board and the CEO. The Board is ultimately responsible for Probi’s organisation and the administration of the company’s affairs.

The Board decides on major changes to the company’s organisation and business goals, and whether to appoint or dismiss the CEO. The Board’s responsibilities include evaluating and determining strategies, business plans and budgets. The Board also adopts quarterly reports and the year-end report.

The Chairman of the Board is responsible for continuously monitoring the company and ensuring that all Board members regularly receive the relevant information required to analyse and evaluate Probi. The Chairman must consult with the CEO on strategic issues, supervise Board meetings and ensure that Board matters are not in contravention of the regulations regarding conflicts of interest stipulated by the Swedish Companies Act.

The Board annually establishes terms of reference for the CEO containing guidelines for the day-to-day administration, accounting, asset management and internal control of the company. These terms of reference also cover the CEO’s authorisation and disclosure requirements in relation to the Board.