About the Board
The Board’s risk management process
Operational risk management is regulated by Group instructions with a special focus on risks associated with energy and commodity trading, and financial, insurance and credit risks. The Board decides on overall risk limits for the Group in all these areas. Operational risks are followed up on a regular basis and are reported within the respective Business Groups. At each board meeting the Board is informed about the Group’s financial position, and any outstanding guarantees and risks are reported. Twice a year the results of earlier decisions on investmentsare reported on for follow-up. The Board also holds an annual risk management seminar with a more thorough review of the Group’s financial and operational risks. The Chief Financial Officer (CFO) has overall responsibility for the Group’s financial activities and risk management, and ensures compliance with the Group’s policies and instructions in this area. A Group risk committee has been established to support the CFO in these issues. The Risk Committee is chaired by the CFO and is primarily tasked with ensuring qualitative risk management in the Group by, for example, approving risk management methods, ensuring standardised routines for risk management and risk reporting, and proposing mandates and limits. Since 2003, the Group also conducts an annual environmental risk evaluation which is coordinated by the Head of Group Environment. The results of this evaluation are presented to the EGM and Vattenfall’s risk committee. Environmental risk management is co-ordinated with other risk management. For more information about Vattenfall’s risks and risk management, see the annual report.
Download Vattenfall's Annual Report 2007
Composition of the Board of Directors
According to Vattenfall’s Articles of Association, the Board shall consist of a minimum of five and a maximum of ten directors, in addition to the directors and deputies appointed pursuant to other laws than the Swedish Companies Act. Vattenfall’s board has eight directors elected by the Annual General Meeting, plus three directors and three deputies elected by the employee organisations. No members of the EGM are board members. Of the board members, fourare women and three are foreign citizens. In 2007, the average age of board members was 57. At the 2008 AGM, Christer Bådholm, Hans-Olov Olsson, Lone Fønss Schrøder, Tuija Soanjärvi and Anders Sundström were re-elected as directors, and Lars Westerberg, Viktoria Aastrup and Eli Arnstad were elected as new directors. The AGM appointed Lars Westerberg as Chairman of the Board and Hans-Olov Olsson as Vice Chairman. The employee organisations have appointed Carl-Gustaf Angelin, Johnny Bernhardsson and Ronny Ekwall as employee representatives, with their deputies Lars Carlsson, Lars-Göran Johansson and Per-Ove Lööv, respectively. In accordance with the Swedish state’s ownership policy, the CEO is no director on the Board.
Directors’ fees
Directors’ fees are set by the AGM. For information on directors’ fees for 2007, see
Download Vattenfall's Annual Report 2007 (New window)
Directors’ independence
The Swedish state’s ownership policy stipulates that nomination of directors is to be made public in accordance with the guidelines of the Code. However, independence in relation to major shareholders is not reported. Of the Company’s directors, Viktoria Aastrup, Eli Arnstad, Christer Bådholm, Hans-Olov Olsson, Lone Fønss Schrøder, Tuija Soanjärvi, Anders Sundström and Lars Westerberg are independent in relation to the Company and the Executive Group Management.
Appointment of the Board
For enterprises that are wholly owned by the Swedish state, uniform and joint principles for a structured nomination process are applied, which take the place of the Code’s rules on the appointment of directors and auditors. The nomination process is run and co-ordinated by the State Enterprises Division of the Ministry of Enterprise, Energy and Communications. A work group analyses qualification needs based on the Company’s operations and the current situation as well as the Board’s composition. Thereafter, any recruitment needs are determined and recruitment work is initiated. Board members are chosen from a broad recruitment base. Once this process has been completed, any nominations are to be made public in accordance with the Code’s guidelines.
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