The Board adheres to a set of rules and procedures, the Rules of Procedure, which are updated on a regular basis to take into account changes in legislation as well as the structure and orientation of the Company.
Composition of the Board
There are currently seven directors elected by the Annual General Meeting. The Managing Director (or "CEO") is the only executive officer on the Board.
As a matter of policy, the majority of the members of the Board are independent of the company and its executive management, as per Article 4.4 of the Swedish Code of Governance, and at least two of these are independent of the company's major shareholders. A summary of the personal history of each Director is included in Part 3.
The Chairman of the Board of Directors shall not be employed by Lundin Petroleum and shall not receive any salary nor be eligible for participation in its incentive program. The Chairman of the Board of Directors shall up-hold the reporting instructions for Lundin Petroleum's management as drawn up by the Managing Director and approved by the Board of Directors and shall not take part in the Company's day-to-day decision-making concerning business operations.
The Functions of the Board and its Committees
The Board of Directors normally holds at least five ordinary meetings per calendar year. At each of these meetings, the following matters are addressed:
| · |
Review and approval of the minutes from the preceding meeting; |
| · |
Report of the CEO regarding: |
| |
- status of the business
- prospects
- economic and commercial report
- financial report;
|
| · |
Reports from the Committees of the Board of Directors |
| · |
Items related to decisions (e.g. concerning investments, acquisition and sale of assets, formation of subsidiaries and increases in capital of subsidiaries, loans and guarantees, and structural and organisational matters) |
| · |
Miscellaneous issues of material importance to the Company. |
The Board has appointed two Committees of the Board each with its clear mandate as described below.
Compensation Committee
MEMBERS: William A. Rand (Chairman), Lukas H. Lundin, Magnus Unger and Dambisa Moyo.
The function of the Compensation Committee is to receive information on and determine matters regarding executive compensation. The objective of the Committee in determining compensation for executives is to provide a compensation package that is competitive and motivating, will attract and retain qualified executives, and encourage and promote performance.
Audit Committee
MEMBERS: William A. Rand (Chairman), Asbjørn Larsen and Magnus Unger.
The function of the Audit Committee is to review on behalf of the Board, the quarterly (Q1 and Q3) interim financial statements, review and make recommendations to the Board in relation to the six month and yearly financial statements, review audit fees, ensure maintenance of, and compliance with, the Lundin Petroleum internal control systems and liaise with the Group's external auditors as part of the annual audit process.
In addition to the Committees appointed by the Board, a Nomination Committee is formed each year in accordance with the Swedish Code of Governance and as per the instructions of the Annual General Meeting, consisting of representatives of three or four of the largest shareholders, and generally one non-executive director.
Nomination Committee
MEMBERS: Magnus Unger, Committee Chairman, Ulrika Danielson (Andra AP-fonden), KG Lindvall (Swedbank Robur), Ossian Ekdahl (Första AP-fonden) and Ian H. Lundin (Lorito Holdings Ltd, also Chairman of the Board, Lundin Petroleum).
The tasks of the Nomination Committee include proposing members to the Board of Directors, making recommendations to the Annual General Meeting regarding fees for the Chairman, other Board members and for Board Committee work, as well as presenting proposals on the election and remuneration of auditors, and on the election of the Chairman of the Annual General Meeting.