The Board's work procedures and responsibilities

Loomis’ Board of Directors has ultimate responsibility for the Company’s organizational structure, operations and administration. The Board appoints the President and CEO who is responsible for the Company’s day-to-day operations in accordance with the guidelines issued by the Board. The President and CEO ensures that the Board is informed on a regular basis about matters of importance for Loomis. The duties of the Board and division of responsibilities between the Board and Group Management are stipulated in the written Work Procedures for the Board, which are adopted at least once a year. 

The Board takes decisions on matters such as the Group’s overall strategy, financial reporting, matters relating to sustainability, acquisitions and divestments, sizeable investments and financing, and establishes a framework for the Group’s operations by approving the Group’s budget. 

The Work Procedures also prescribe an annual evaluation of the work of the Board. On an annual basis, all board members respond to a questionnaire provided by the Nomination Committee on the quality of the Board’s work. The aim is to obtain a sound basis for the Board’s own evaluation process and to provide the Nomination Committee with information for its nomination tasks. The result of the evaluation is presented to the Board and the Nomination Committee. The Board is also responsible for ensuring that the Company has good internal control and for ongoing evaluation of the effectiveness of the Company’s internal control systems. 

The Board is to ensure that the Company has formal routines to guarantee compliance with the adopted principles for financial reporting and internal control. The Board has also adopted a number of policies for areas of key importance to Loomis.

Chair of the Board

The Chair of the Board is responsible for ensuring that the Board performs its duties in accordance with the Swedish Companies Act and other relevant laws and regulations. This includes monitoring operating activities and ensuring that all of the board members receive the information and supporting documents they require. The Chair monitors operations by being in regular contact with the President and CEO. The Chair also ensures that the above-mentioned annual evaluation of the work of the Board and the President and CEO takes place. The Chair represents the Company in owner related matters.
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Composition and Independence of the Board

The Board is to consist of at least five and no more than ten members elected by the AGM, with no deputies. The Board may also have two employee representatives and two deputies for these members. Board members are elected to serve for the period until the end of the next AGM.

Work of the Board

The Board is to meet at least five times a year, including at the statutory meeting following the AGM. Additional meetings are convened if the situation requires this. Each board meeting is also attended by the President and CEO, the CFO and the Secretary of the Board. The Company’s auditors attend the board meeting held in conjunction with the closing of the annual accounts. When reporting is required on specific matters, other officials from the Group may participate as well.